Common use of Organization and Standing; Articles and By-Laws Clause in Contracts

Organization and Standing; Articles and By-Laws. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of North Dakota. The Company’s wholly-owned subsidiary, Primo Piatto, Inc., is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. The Company has the requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as now proposed to be conducted. The Company is qualified to do business as a foreign corporation in all jurisdictions where the ownership of its properties and assets and the conduct of its business require such qualification, except where the failure to be so qualified will not have a material adverse effect on the business of the Company, as such business is now conducted. The Company’s wholly-owned subsidiary, Primo Piatto, Inc. is qualified to do business as a foreign corporation in all jurisdictions where the ownership of its properties and assets and the conduct of its business requires such qualification, except where the failure to be so qualified will not have a material adverse effect on the business of Primo Piatto, Inc., as such business is now conducted. (b) The Company has furnished, or as soon as practicable, and in no event later than the day immediately prior to Closing, will furnish, to each Purchaser true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”) and certified by the Secretary of State of the State of North Dakota within the preceding 10 business days, and the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”) certified by the Company’s Secretary.

Organization and Standing; Articles and By-Laws. (a) The Company and each of its subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws of the State of North Dakota. The Company’s wholly-owned subsidiary, Primo Piatto, Inc., is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesotaits organization. The Company and each of its subsidiaries has the requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as now proposed to be conducted. The Company is qualified to do business as a foreign corporation in all jurisdictions where the ownership and each of its properties and assets and the conduct of its business require such qualification, except where the failure to be so qualified will not have a material adverse effect on the business of the Company, as such business is now conducted. The Company’s wholly-owned subsidiary, Primo Piatto, Inc. subsidiaries is qualified to do business as a foreign corporation in all jurisdictions where the ownership of its properties and assets and the conduct of its business requires such qualification, except where the failure to be so qualified will not have a material adverse effect on the business of Primo Piatto, Inc.the Company and its subsidiaries taken as a whole, as such business is now conducted or as now proposed to be conducted. (b) . The Company has furnished, or as soon as practicable, and in no event later than the day immediately prior to Closing, will furnish, to each Purchaser of the Purchasers true and correct copies of the Company’s 's Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”) "), and certified by the Secretary of State of the State of North Dakota Delaware within the preceding 10 business daysdays prior to the Closing, and the Company’s 's Bylaws, as in effect on the date hereof (the “"Bylaws”) "), certified by the Company’s 's Secretary. Except as disclosed in Schedule 3.1, if any, the Company owns 100% of all shares of capital stock and other equity interests in each of its subsidiaries, free of all security interests, liens, pledges or negative pledges, charge, encumbrances, mortgages, hypothecations, adverse claims or equities (each, a "Lien"), except that Bank of America has a Lien on the Company's 49% ownership interest in R4 Technical Center of North Xxxxxxxx, XXX ("X0 Xxxx").

Organization and Standing; Articles and By-Laws. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of North Dakota. The Company’s wholly-owned subsidiary, Primo Piatto, Inc., is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. The Company has the requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as now proposed to be conducted. The Company is qualified to do business as a foreign corporation in all jurisdictions where the ownership of (or its properties and assets and the conduct of its business require such qualification, except where the failure to be so qualified will not have a material adverse effect on the business of the Company, as such business is now conducted. The Company’s wholly-owned subsidiary, Primo Piatto, Inc. Inc.) is qualified to do business as a foreign corporation in all jurisdictions where the ownership of its properties and assets and the conduct of its business requires such qualification, except where the failure to be so qualified will not have a material adverse effect on the business of Primo Piatto, Inc.the Company taken as a whole, as such business is now conducted. (b) . The Company has furnished, or as soon as practicable, and in no event later than the day immediately prior to Closing, will furnish, to each Purchaser true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”) and certified by the Secretary of State of the State of North Dakota within the preceding 10 business days, and the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”) certified by the Company’s Secretary. In addition, attached to the “Secretary’s Certificate” to be delivered pursuant to Section 6.8 of this Agreement, the Company will furnish a copy of a Certificate of Designation adopted by the Company’s Board of Directors on July 27, 2004, designating from the Company’s undesignated preferred stock 686 additional shares of the Company’s Class C Preferred Stock and 16,464 additional shares of the Company’s Class D Delivery Preferred Stock. Such Certificate of Designation was sent for filing with the North Dakota Secretary of State’s Office on July 29, 2004.