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

Organization and Standing; Books and Records. (a) Labatt is a corporation duly organized, validly existing and in good standing under the federal laws of Canada. Schedule 4.01 sets forth all the subsidiaries of Labatt which will be owned, directly or indirectly, by Labatt after the consummation of the Restructuring (the "Labatt Subsidiaries"). Each Labatt Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent recognized by the laws of the jurisdiction in which it is organized), which jurisdiction is set forth in Schedule 4.01, and each of Labatt and the Labatt Subsidiaries has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and 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, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Labatt Material Adverse Effect. Each of Labatt and the Labatt Subsidiaries is duly registered, licensed or otherwise qualified and in good standing to do business as an extra-provincial or foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such registration, license or qualification necessary, except such jurisdictions where the failure to be so registered, licensed or otherwise qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Labatt Material Adverse Effect. (b) Labatt has made available, or, upon AmBev's request, will make available prior to the Closing, to AmBev or its counsel true and complete copies of (i) the articles of incorporation and by-laws, each as amended to date, of Labatt and (ii) the comparable governing instruments, each as amended to date, of each subsidiary of Labatt. The share register and transfer books and the minute books of Labatt (which have been made available for inspection by AmBev or its counsel prior to the date hereof) are true and complete, except as set forth in Schedule 4.01.