Common use of Organization and Good Standing of the Company and its Subsidiaries Clause in Contracts

Organization and Good Standing of the Company and its Subsidiaries. The Company and each of its subsidiaries has been duly incorporated, formed or organized, as the case may be, and is validly existing as a corporation, partnership, limited liability company or other legal entity in good standing under the laws of the jurisdiction of its incorporation, organization or formation and has full corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package, Prospectus and the Registration Statement (except, in the case of any subsidiary of the Company, where the failure to maintain such good standing and valid existence or possess such corporate or other power and authority would not result in a Material Adverse Change) and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Company and each of its subsidiaries is duly qualified as a foreign corporation or other legal entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock, membership interests, partnership interests or similar equity interests of the Company and each of its subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and the equity interests in each subsidiary which are owned by the Company, directly or through subsidiaries, are free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. There are no subsidiaries of the Company other than the subsidiaries listed on Schedule D attached hereto. Except as set forth on Schedule D attached hereto, there are no subsidiaries of the Company that meet the definition of “significant subsidiaries” under Regulation S-X under the 1933 Act.

Organization and Good Standing of the Company and its Subsidiaries. The Each of the Company and each of its subsidiaries has been duly incorporated, formed incorporated or organized, as the case may beapplicable, and is validly existing as a corporation, partnership, limited partnership or limited liability company or other legal entity company, as applicable, in good standing or equivalent foreign status under the laws of the jurisdiction of its incorporation, incorporation or organization or formation and has full corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, Pricing Disclosure Package, Prospectus Package and the Registration Statement (except, in the case of any subsidiary Prospectus. Each of the Company, where the failure to maintain such good standing and valid existence or possess such corporate or other power and authority would not result in a Material Adverse Change) and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Company and each of its subsidiaries subsidiary is duly qualified as a foreign corporation corporation, limited partnership or other legal entity limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing or equivalent status would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The subsidiaries listed in Schedule 2 to this Agreement (the “Significant Subsidiaries”) are the only significant subsidiaries of the Company within the meaning of Rule 1-02(w) of Regulation S-X. All of the issued and outstanding capital stock, membership interests, interests and partnership interests or similar equity interests of the Company and each of its subsidiaries have subsidiary has been duly authorized and validly issued, are is fully paid and non-assessable nonassessable (subject to applicable Wisconsin law with respect to nonassessability) and the equity interests in each subsidiary which are is owned by the Company, directly or through subsidiaries, are free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. There are no subsidiaries , except for any of the Company other than foregoing securing the subsidiaries listed on Schedule D attached hereto. Except Company’s Second Amended and Restated Credit Agreement, dated as set forth on Schedule D attached heretoof November 10, there are no subsidiaries 2008, as amended (as further amended or modified, the “Credit Agreement”), as described in the Pricing Disclosure Package and the Prospectus and (ii) in the case of any foreign subsidiary, for directors’ qualifying shares; provided that with respect to any non wholly-owned subsidiary such representation as to valid issuance, fully paid and nonassessable shall be to the best knowledge of the Company that meet the definition of “significant subsidiaries” under Regulation S-X under the 1933 ActCompany.

Organization and Good Standing of the Company and its Subsidiaries. The Each of the Company and each of its subsidiaries that is a corporation has been duly incorporated, formed or organized, as the case may be, incorporated and is validly existing as a corporation, partnership, limited liability company or other legal entity corporation in good standing under the laws of the jurisdiction of its incorporation, organization or formation incorporation and has full corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package, Prospectus and the Registration Statement (except, in the case of any subsidiary of the Company, where the failure to maintain such good standing and valid existence or possess such corporate or other power and authority would not result in a Material Adverse Change) and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Each subsidiary of the Company that is a limited liability company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its organization and has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and each of its subsidiaries is duly qualified as a foreign corporation or other legal entity limited liability company, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock, membership interests, partnership interests or similar equity interests stock of each subsidiary of the Company and each of its subsidiaries have that is a corporation has been duly authorized and validly issued, are is fully paid and non-assessable nonassessable and the equity interests in each subsidiary which are is owned by the Company, directly or through subsidiaries, are free and clear of any security interest, mortgage, pledge, lien, encumbrance claim, restriction or claim. There are no subsidiaries encumbrance, and all of the issued and outstanding membership interests of each subsidiary of the Company that is a limited liability company have been duly authorized and validly issued and are fully paid and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Schedule D attached hereto. Except as set forth on Schedule D attached hereto, there are no subsidiaries of in Exhibit 21 to the Company that meet the definition of “significant subsidiaries” under Regulation S-X under the 1933 ActRegistration Statement.

Organization and Good Standing of the Company and its Subsidiaries. The Each of the Company and each of its subsidiaries has been duly incorporated, formed incorporated or organized, as the case may beapplicable, and is validly existing as a corporation, partnership, limited liability company or other legal entity corporation in good standing (in jurisdictions in which, under the laws thereof, the concept of good standing exists) under the laws of the jurisdiction of its incorporation, organization or formation incorporation and has full corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package, Prospectus and the Registration Statement (except, in the case of any subsidiary of the Company, where the failure to maintain such good standing and valid existence or possess such corporate or other power and authority would not result in a Material Adverse Change) and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Each of the Company and each of its subsidiaries subsidiary is duly qualified as a foreign corporation or other legal entity to transact business and is in good standing (in jurisdictions in which, under the laws thereof, the concept of good standing exists) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock, membership interests, partnership interests or similar equity interests stock of the Company and each of its subsidiaries have subsidiary has been duly authorized and validly issued, are is fully paid and non-assessable nonassessable and the equity interests in each subsidiary which are is owned by the Company, directly or through subsidiaries, are free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. There are no subsidiaries Metron Technology Corporation is the only significant subsidiary (as defined in Rule 405 under the Securities Act) of the Company. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Schedule D attached hereto. Except as set forth on Schedule D attached hereto, there are no subsidiaries of in Exhibit 21.1 to the Company that meet the definition of “significant subsidiaries” under Regulation S-X under the 1933 ActRegistration Statement.