Common use of Organization and Standing; Books and Records Clause in Contracts

Organization and Standing; Books and Records. (i) Each of the Sold Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its jurisdiction of organization, which jurisdiction is set forth in Schedule 4(d). Each of the Sold Subsidiaries has all requisite corporate or other power and authority and possesses all governmental xxxx chises, approvals, licenses, permits and authorizations necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits and authorizations the lack of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each of the Sold Subsidiaries is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Prior to the execution of this Agreement, Westinghouse has made available to Buyer true and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents), each as amended to date, and the minute books (or comparable records) of each Sold Subsidiary.

Organization and Standing; Books and Records. (i) Each of the Sold Company and each of the Clairol Subsidiaries is a corporation or other legal an entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its jurisdiction of organization, which jurisdiction is set forth in Schedule 4(d). Each of the Sold Company and each of the Clairol Subsidiaries has all requisite full corporate or other power and authority and possesses all governmental xxxx chises, approvalsfranchises, licenses, permits permits, authorizations and authorizations approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits permits, authorizations and authorizations approvals the lack of which, individually or in the aggregateaggre gate, would not be reasonably be expected likely to have a Material Adverse Effect. Each of the Sold Company and each of the Clairol Subsidiaries is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect. Prior Seller has prior to the execution of this Agreement, Westinghouse has made available Closing Date delivered to Buyer true and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents), each as amended to datethe date hereof, of the Company, and the minute books (or comparable records) of each Sold SubsidiaryClairol Subsidiaries.

Organization and Standing; Books and Records. (i) Each of the Sold Company and the Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its jurisdiction of organization, which jurisdiction is set forth in Schedule 4(d)incorporation. Each of the Sold Subsidiaries Company and each Subsidiary has all requisite full corporate or other power and authority and possesses all governmental xxxx chises, approvalsfranchises, licenses, permits permits, authorizations and authorizations approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits permits, authorizations and authorizations approvals the lack of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each of the Sold Company and the Subsidiaries is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Prior The Company has, prior to the execution of this Agreement, Westinghouse has made available to Buyer true and complete copies of (i) the certificate Articles of incorporation Incorporation and byBy-laws (or comparable organizational documents)laws, each as amended to date, of the Company and (ii) the comparable governing instruments, each as amended to date, of each Subsidiary. Each Subsidiary (as defined in Section 18(b)(xiii)), and the minute books (or comparable recordsjurisdiction of its incorporation, is listed in Schedule 4(c) of each Sold Subsidiarythe Disclosure Schedule.

Organization and Standing; Books and Records. (i) Each of the Sold Subsidiaries PED Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its the jurisdiction of organization, which jurisdiction is set forth its formation currently in Schedule 4(d)effect. Each of the Sold Subsidiaries PED Subsidiary has all requisite corporate or other power and authority and possesses all governmental xxxx chisesfranchises, approvals, licenses, permits and authorizations necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits and authorizations the lack of which, individually or in the aggregate, reasonably would not reasonably be expected to have a Material Adverse Effect. Each of the Sold Subsidiaries PED Subsidiary is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, reasonably would not reasonably be expected to have a Material Adverse Effect. Prior to the execution of this Agreement, Westinghouse Seller has made available available, and at the time of Closing shall deliver to Buyer Buyer, true and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents), books of account, minute books, equity record books and other records, each as amended to date, and the minute books (or comparable records) of each Sold PED Subsidiary.

Organization and Standing; Books and Records. (i) Each of the Sold Company and each of the Clairol Subsidiaries is a corporation or other legal an entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its jurisdiction of organization, which jurisdiction is set forth in Schedule 4(d). Each of the Sold Company and each of the Clairol Subsidiaries has all requisite full corporate or other power and authority and possesses all governmental xxxx chises, approvalsfranchises, licenses, permits permits, authorizations and authorizations approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits permits, authorizations and authorizations approvals the lack of which, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect. Each of the Sold Company and each of the Clairol Subsidiaries is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect. Prior Seller has prior to the execution of this Agreement, Westinghouse has made available Closing Date delivered to Buyer true and 28 complete copies of the certificate of incorporation and by-laws (or comparable organizational documents), each as amended to datethe date hereof, of the Company, and the minute books (or comparable records) of each Sold SubsidiaryClairol Subsidiaries.

Organization and Standing; Books and Records. (ia) Schedule 3.01(a) sets forth a list of each subsidiary of the Company (each, a “Subsidiary”). Each of the Sold Company and the Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its jurisdiction of organizationincorporation, which jurisdiction is set forth in Schedule 4(d3.01(a). Each of the Sold Company and the Subsidiaries has all requisite full corporate or other power and authority and possesses all governmental xxxx chises, approvalsfranchises, licenses, permits permits, authorizations and authorizations approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits permits, authorizations and authorizations approvals the lack of whichwhich has not had and would not be reasonably likely to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each of the Sold Company and the Subsidiaries is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standingstanding would not be reasonably likely to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Prior A list of the jurisdictions in which the Company and the Subsidiaries are so qualified is set forth in Schedule 3.01(a). (b) The Company has delivered to the execution of this Agreement, Westinghouse has made available to Buyer Purchaser true and complete copies of (i) the certificate of incorporation and by-laws (or comparable organizational documents)laws, each as amended to date, of the Company and (ii) the minute books (or comparable records) governing instruments, each as amended to date, of each Sold Subsidiary.

Organization and Standing; Books and Records. All subsidiaries of Seller and their respective jurisdictions of incorporation are set forth on Schedule 3.04 (ia) Each of the Sold Subsidiaries Seller's subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its jurisdiction of organization, which jurisdiction is incorporation. Except as set forth in on Schedule 4(d3.04(b). Each , each of the Sold Subsidiaries Seller and its subsidiaries has all requisite full corporate or other power and authority and possesses all governmental xxxx chises, approvalsfranchises, licenses, permits permits, authorizations and authorizations approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits and authorizations the lack of whichwhich would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each of the Sold Subsidiaries Seller and its subsidiaries is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standingstanding would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Prior Seller has prior to the execution of this Agreement, Westinghouse has made available Agreement delivered to Buyer Buyers true and complete copies of the certificate Certificate of incorporation Incorporation and byBy-laws (or comparable organizational documents)laws, each as amended to datedate and as currently in effect, of Seller and the each of its subsidiaries. The minute books of Seller and each of its subsidiaries (or comparable recordswhich have been made available for inspection by Buyers prior to the date hereof) of each Sold Subsidiaryare true and complete in all material respects.

Organization and Standing; Books and Records. (ia) Each of the Sold Company and its Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its jurisdiction of organization, which . Section 4.01 of the Disclosure Schedule lists the name and jurisdiction is set forth in Schedule 4(dof organization of each of the Company’s Subsidiaries (other than the Seller). Each of the Sold Company and its Subsidiaries has all requisite corporate or other full power and authority and possesses all governmental xxxx chises, approvalsfranchises, licenses, permits permits, authorizations and authorizations approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits permits, authorizations and authorizations approvals the lack of which, individually or in the aggregate, would is not reasonably be expected material to have a Material Adverse Effectthe Company and its Subsidiaries. Each of the Sold Company and its Subsidiaries is duly qualified to do business, and is in good standing (with respect standing, to jurisdictions which recognize the concept) to do business extent applicable, as a foreign corporation or other legal entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so duly qualified or in good standingstanding has not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Prior . (b) The Company has delivered to the execution of this Agreement, Westinghouse has made available to Buyer Purchaser true and complete copies of the certificate organizational and governance documents of incorporation the Company and by-laws (or comparable organizational documents), each as amended to date, and the minute books (or comparable records) of each Sold Subsidiaryits Subsidiaries.

Organization and Standing; Books and Records. (i) Each of the Sold Subsidiaries Company and the Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its jurisdiction of organization, which jurisdiction is set forth in Schedule 4(d)incorporation. Each of the Sold Subsidiaries Company and the Subsidiary has all requisite full corporate or other power and authority and possesses all governmental xxxx chises, approvalsfranchises, licenses, permits permits, authorizations and authorizations approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits permits, authorizations and authorizations approvals the lack of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each of the Sold Subsidiaries Company and the Subsidiary is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Prior Seller has prior to the execution of this Agreement, Westinghouse has Agreement made available to Buyer true and complete copies of (a) the certificate Certificate of incorporation Incorporation and byBy-laws (or comparable organizational documents)laws, each as amended to datethe date hereof, of the Company and (b) the minute books (or comparable records) Articles of Incorporation and By-laws, each Sold as amended to the date hereof, of the Subsidiary.

Organization and Standing; Books and Records. (ia) Each of the Sold Acquired Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its jurisdiction of organization, each of which jurisdiction is set forth in Schedule 4(d)Section 3.01 of the Seller Disclosure Schedule. Each of the Sold Acquired Subsidiaries has all requisite full corporate or other company power and authority and possesses all governmental xxxx chises, approvalsfranchises, licenses, permits permits, authorizations and authorizations approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently currently conducted, other than such franchises, approvals, licenses, permits permits, authorizations and authorizations approvals the lack of which, individually or in the aggregate, would have not had and are not reasonably be expected likely to have a result in an Acquired Business Material Adverse Effect. Each of the Sold Acquired Subsidiaries is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except for any such jurisdictions where the failure failures to be so qualified or in good standing, individually or in the aggregate, would that have not had and are not reasonably be expected likely to have a result in an Acquired Business Material Adverse Effect. Prior to the execution of this Agreement, Westinghouse . (b) Principal Seller has made available to Buyer Purchaser true and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents), each as amended to date, and the minute books (or comparable records) of each Sold Acquired Subsidiary.

Organization and Standing; Books and Records. All subsidiaries of Seller and their respective jurisdictions of incorporation are set forth on Schedule 3.04 (ia) Each of the Sold Subsidiaries Seller and its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its jurisdiction of organization, which jurisdiction is incorporation. Except as set forth in on Schedule 4(d3.04(b). Each , each of the Sold Subsidiaries Seller and its subsidiaries has all requisite full corporate or other power and authority and possesses all governmental xxxx chises, approvalsfranchises, licenses, permits permits, authorizations and authorizations approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits and authorizations the lack of whichwhich would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each of the Sold Subsidiaries Seller and its subsidiaries is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standingstanding would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Prior Seller has prior to the execution of this Agreement, Westinghouse has made available Agreement delivered to Buyer true and complete copies of the certificate Certificate of incorporation Incorporation and byBy-laws (or comparable organizational documents)laws, each as amended to datedate and as currently in effect, of Seller and the each of its subsidiaries. The minute books of Seller and each of its subsidiaries (or comparable recordswhich have been made available for inspection by Buyer prior to the date hereof) of each Sold Subsidiaryare true and complete in all material respects.