Common use of Organization and Standing; Subsidiaries Clause in Contracts

Organization and Standing; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the Company has been duly organized, and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be. Section 3.1 of the Company Disclosure Letter contains a complete list of every Subsidiary of the Company and the jurisdiction of each such Subsidiary’s incorporation or organization, as the case may be. The Company and each of its Subsidiaries are duly qualified to conduct business and are in good standing to do business in each jurisdiction where such qualification or good standing is required except where the failure to be so qualified would not have a Company Material Adverse Effect. The Company and each of its Subsidiaries have all requisite power and authority and all authorizations, licenses and permits necessary to own, lease and operate their respective properties and other assets, to conduct their respective businesses as presently conducted and as proposed to be conducted except where the failure to have such authorizations, licenses and permits would not have a Company Material Adverse Effect. The copies of the Company’s certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”) that are filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended January 3, 2009 (the “Company Form 10-K”) are complete and correct copies thereof as in effect on the date hereof. The Company has delivered or made available to Parent true and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of each Subsidiary of the Company, each as amended to date and currently in effect (the “Subsidiary Charter Documents”). The Company is not in violation of any provision of the Certificate of Incorporation or the Bylaws. No Subsidiary of the Company is in violation of any provision of its Subsidiary Charter Documents. For purposes of this agreement, the term “Subsidiary” means, with respect to a Party, any corporation, more than 50% of the outstanding voting securities of which are owned or controlled, directly or indirectly, by such Party or any Subsidiary of such Party, or a partnership, limited liability company, trust, association or other business entity in which such Party or any Subsidiary of such Party is a general partner, manager or trustee or owns or controls, directly or indirectly, interests entitling it to receive more than 50% of the profits or losses of such entity. As used in this Agreement, “Law” shall mean any foreign or domestic law, statute, code, ordinance, rule, regulation, or Order.

Organization and Standing; Subsidiaries. (a) The Company is duly incorporated and validly subsisting corporation in good standing under the laws of the Commonwealth of Pennsylvania and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted and as described in the documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of its most recently completed fiscal year through the date hereof, including, without limitation, its most recent report on Form 10-K and its quarterly reports on 10-Q for the quarters ended March 31, 2001 and June 30, 2001 (the "Exchange Act Documents"). The Company is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the property owned or leased, or the nature of the activities conducted, by it makes such licensing or qualification necessary, except in those jurisdictions in which failure to do so, individually or in the aggregate, would not have a material adverse effect on the Company or its business. (b) The attached Exhibit 3.01 contains a list of all Subsidiaries of the Company. Except for such Subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise, or (C) any assets comprising the business or obligations of any other corporation, partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. (c) Each of the Subsidiaries is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State its respective jurisdiction of Delaware. Each Subsidiary of the Company has been duly organized, incorporation and is validly existing duly licensed or qualified to transact business as a foreign corporation and is in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be. Section 3.1 of the Company Disclosure Letter contains a complete list of every Subsidiary of the Company and the jurisdiction of each such Subsidiary’s incorporation or organization, as the case may be. The Company and each of its Subsidiaries are duly qualified to conduct business and are in good standing to do business in each jurisdiction where in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such qualification licensing or good standing is required qualification, except where the in those jurisdictions in which failure to be so qualified do so, individually or in the aggregate, would not have a material adverse effect on the Company Material Adverse Effector its business. The Company and each Each of its the Subsidiaries have all requisite has the corporate power and authority to own and all authorizations, licenses and permits necessary to own, lease and operate their respective hold its properties and other assets, to conduct their respective businesses carry on its business as presently now conducted and as proposed to be conducted except where the failure to have such authorizations, licenses and permits would not have a Company Material Adverse Effectconducted. The copies All of the Company’s certificate outstanding shares of incorporation (the “Certificate capital stock of Incorporation”) and bylaws (the “Bylaws”) that are filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended January 3, 2009 (the “Company Form 10-K”) are complete and correct copies thereof as in effect on the date hereof. The Company has delivered or made available to Parent true and complete copies each of the certificate Subsidiaries are owned beneficially and of incorporation and bylaws (or similar organizational documents) of each Subsidiary of record by the Company, each as amended to date and currently in effect (the “Subsidiary Charter Documents”). The Company is not in violation one of its other wholly owned Subsidiaries, or any provision of the Certificate of Incorporation or the Bylaws. No Subsidiary combination of the Company is and/or one or more of its other wholly owned Subsidiaries, all as specified in violation Exhibit 3.01, in each case free and clear of any provision liens, charges, restrictions, claims or encumbrances of any nature whatsoever, except for those disclosed in Exhibit 3.01; and, except as disclosed in Exhibit 3.01, there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the Subsidiaries is or may become obligated to issue any shares of its Subsidiary Charter Documents. For purposes of this agreement, capital stock to any person other than the term “Subsidiary” means, with respect to a Party, any corporation, more than 50% Company or one of the outstanding voting securities of which are owned or controlled, directly or indirectly, by such Party or any Subsidiary of such Party, or a partnership, limited liability company, trust, association or other business entity in which such Party or any Subsidiary of such Party is a general partner, manager or trustee or owns or controls, directly or indirectly, interests entitling it to receive more than 50% of the profits or losses of such entity. As used in this Agreement, “Law” shall mean any foreign or domestic law, statute, code, ordinance, rule, regulation, or OrderSubsidiaries.

Organization and Standing; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Each The Company has all requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to conduct its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties and assets makes such qualification, licensing or good standing necessary, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have a Material Adverse Effect. The Company has made available to Parent, prior to the date of this Agreement, true and complete copies of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate”) and the Seventh Amended and Restated Bylaws of the Company (the “Company Bylaws”). (b) Section 3.01(b) of the Company Disclosure Letter sets forth a list of each Subsidiary of the Company has that, as of the date hereof, is a significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company (each, a “Significant Subsidiary”), together with the jurisdiction of incorporation or formation of each such Significant Subsidiary. All of the outstanding capital stock of, or other equity or voting interests in, each Subsidiary of the Company is directly or indirectly owned by the Company. All the shares of capital stock of, or other equity or voting interests in, each such Subsidiary of the Company have been duly authorized and validly issued and are fully paid and, in the case of shares of capital stock, nonassessable and are owned directly or indirectly by the Company free and clear of all Liens, other than Permitted Liens, and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interests. Each Significant Subsidiary is duly organized, and is validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation organization and has all requisite corporate, limited liability company or organizationsimilar power, as the case may be. Section 3.1 of the Company Disclosure Letter contains a complete list of every Subsidiary of the Company qualification, license and the jurisdiction of each such Subsidiary’s incorporation authority to own, lease or organization, as the case may be. The Company otherwise hold its properties and each of its Subsidiaries are duly qualified assets and to conduct its business and are in good standing to do business in each jurisdiction where such qualification or good standing as it is required now being conducted, except where the failure to be so qualified organized, existing and in good standing or to have such power, qualification, license and authority would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries have all requisite power and authority and all authorizations, licenses and permits necessary to own, lease and operate their respective properties and other assets, to conduct their respective businesses as presently conducted and as proposed to be conducted except where the failure to have such authorizations, licenses and permits would not have a Company Material Adverse Effect. The copies of the Company’s certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”) that are filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended January 3, 2009 (the “Company Form 10-K”) are complete and correct copies thereof as in effect on the date hereof. The Company has delivered or made available to Parent true and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of each Subsidiary of the Company, each as amended to date and currently in effect (the “Subsidiary Charter Documents”). The Company is not in violation of any provision of the Certificate of Incorporation or the Bylaws. No Subsidiary of the Company is in violation of any provision of its Subsidiary Charter Documents. For purposes of this agreement, the term “Subsidiary” means, with respect to a Party, any corporation, more than 50% of the outstanding voting securities of which are owned or controlled, directly or indirectly, by such Party or any Subsidiary of such Party, or a partnership, limited liability company, trust, association or other business entity in which such Party or any Subsidiary of such Party is a general partner, manager or trustee or owns or controls, directly or indirectly, interests entitling it to receive more than 50% of the profits or losses of such entity. As used in this Agreement, “Law” shall mean any foreign or domestic law, statute, code, ordinance, rule, regulation, or Order.

Organization and Standing; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Each The Company has all requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to conduct its business as it is now being conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties and assets makes such qualification, licensing or good standing necessary, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has made available to Purchaser, prior to the date of this Agreement, true and complete copies of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate”) and the Amended and Restated Bylaws of the Company (the “Company Bylaws”). (b) Section 3.01(b) of the Company Disclosure Letter sets forth a correct and complete list of all of the Subsidiaries of the Company, together with the jurisdiction of incorporation or formation of each such Subsidiary and the percentage of each Subsidiary’s outstanding equity interests owned by the Company or another Subsidiary of the Company. All of the outstanding capital stock of, or other equity or voting interests in, each Subsidiary is directly or indirectly owned by the Company has free and clear of all Liens, other than Permitted Liens, and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interests). All the shares of capital stock of, or other equity or voting interests in, each such Subsidiary have been duly authorized and validly issued and are fully paid and, in the case of shares of capital stock, non-assessable. Each Subsidiary is duly organized, and is validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, as the case may be. Section 3.1 of the Company Disclosure Letter contains a complete list of every Subsidiary of the Company and the jurisdiction of each such Subsidiary’s incorporation or organization, as the case may be. The Company and each of its Subsidiaries are duly qualified to conduct business and are in good standing to do business in each jurisdiction where such qualification or good standing is required except where the failure to be so qualified organized, existing and in good standing would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries have Each Subsidiary has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own, lease and operate their respective or otherwise hold its properties and other assets, assets and to conduct their respective businesses its business as presently conducted and as proposed to be conducted it is now being conducted, except where the failure to have such authorizations, licenses power and permits authority would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The copies Each Subsidiary is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties and assets makes such qualification, licensing or good standing necessary, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) There are (i) no outstanding securities of the Company’s certificate Company or any of incorporation its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, any Company Subsidiary, (ii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company or any Company Subsidiary, or that obligate the Company or any Company Subsidiary to issue, any capital stock of, or other equity or voting interests in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, any Company Subsidiary, (iii) no obligations of the Company or any Company Subsidiary to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests in, any Company Subsidiary (the items in clauses (i), (ii) and (iii) being referred to collectively as “Certificate of IncorporationCompany Subsidiary Securities”) and bylaws (iv) no restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the “Bylaws”) Company or any of its Subsidiaries that are filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended January 3derivative of, 2009 (the “Company Form 10-K”) are complete and correct copies thereof as in effect or provide economic benefits based, directly or indirectly, on the date hereofprice or value of any Company Subsidiary Securities or dividends paid thereon or any other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Subsidiary Securities or dividends paid thereon. The Company has delivered or made available to Parent true and complete copies There are no outstanding obligations of the certificate Company or any of incorporation and bylaws its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. (or similar organizational documentsd) Section 3.01(d) of the Company Disclosure Letter sets forth each Subsidiary of the Company, each as amended to date and currently in effect (the “Subsidiary Charter Documents”). The Company is not in violation of any provision of the Certificate of Incorporation or the Bylaws. No Person other than a Subsidiary of the Company is in violation of any provision of its Subsidiary Charter Documents. For purposes of this agreementwhich the Company owns, the term “Subsidiary” means, with respect to a Partydirectly or indirectly, any corporationcapital stock, more than 50% or other equity or voting interests (each, a “Company Investment”). All of the outstanding capital stock of, or other equity or voting securities of which are owned or controlledinterest in, each Company Investment that is owned, directly or indirectly, by such Party the Company, is owned by the Company or any a Subsidiary of the Company free and clear of all Liens, other than Permitted Liens, and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Party, or a partnership, limited liability company, trust, association capital stock or other business entity equity or voting interest), except restrictions on transfer set forth in which the agreements governing any such Party or any Subsidiary of such Party is a general partner, manager or trustee or owns or controls, directly or indirectly, interests entitling it to receive more than 50% of the profits or losses of such entity. As used in this Agreement, “Law” shall mean any foreign or domestic law, statute, code, ordinance, rule, regulation, or OrderCompany Investment.

Organization and Standing; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the Company has been duly organized, and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be. Section 3.1 of the Company Disclosure Letter contains a complete list of every Subsidiary of the Company and the jurisdiction of each such Subsidiary’s incorporation or organization, as the case may be. The Company and each of its Subsidiaries are duly qualified to conduct business and are in good standing to do business in each jurisdiction where such qualification or good standing is required required, except where the failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. The Company and each of its Subsidiaries have all requisite power and authority and all authorizations, licenses and permits necessary to own, lease and operate their respective properties and other assets, to conduct their respective businesses as presently conducted and as proposed to be conducted conducted, except where the failure to have such power and authority, authorizations, licenses and permits would not have a Company Material Adverse Effect. The copies of the Company’s certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”) that are filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal the year ended January 3December 31, 2009 2008 (the “Company Form 10-K”) are complete and correct copies thereof as in effect on the date hereof. The Company has delivered or made available to Parent true and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of each Subsidiary of the Company, each as amended to date and currently in effect (the “Subsidiary Charter Documents”). The Company is not in material violation of any provision of the Certificate of Incorporation or the Bylaws. No Subsidiary of the Company is in violation of any provision of its Subsidiary Charter Documents, except for violations that would not have a Company Material Adverse Effect. For purposes of this agreement, the term “Subsidiary” means, with respect to a Party, any corporation, more than 50% of the outstanding voting securities of which are owned or controlled, directly or indirectly, by such Party or any Subsidiary of such Party, or a partnership, limited liability company, trust, association or other business entity in which such Party or any Subsidiary of such Party is a general partner, manager or trustee or owns or controls, directly or indirectly, interests entitling it to receive more than 50% of the profits or losses of such entity. As used in this Agreement, “Law” shall mean any preliminary or permanent foreign or domestic law, statute, code, ordinance, rule, regulation, or Order.

Organization and Standing; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware, has the State of Delawarerequisite power and authority to own, lease, license, use and operate its assets and properties and to carry on its business as now being conducted. Each Subsidiary of the The Company has been is duly organizedqualified, and licensed or admitted to do business and, in jurisdictions where such concept is validly existing and recognized, is in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be. Section 3.1 of the Company Disclosure Letter contains a complete list of every Subsidiary of the Company and the jurisdiction of each such Subsidiary’s incorporation or organization, as the case may be. The Company and each of its Subsidiaries are duly qualified to conduct business and are in good standing to do business in each jurisdiction where in which the nature of its business or the ownership, leasing, license, use or operation of its assets and properties makes such qualification qualification, licensing or good standing is required admission necessary, except where the failure to be so qualified qualified, licensed or admitted would not have a Company Material Adverse Effect. The Section 2.1(a) of the Company Disclosure Schedule sets forth each jurisdiction where the Company is so qualified, licensed or admitted to do business and each of other state, province or country in which the Company has customers or currently sells, or in the past 24 months has sold, its Subsidiaries have all requisite power and authority and all authorizationsproducts or services, licenses and permits necessary to own, lease and operate their respective properties and other assets, to conduct their respective businesses as presently conducted and as proposed to be conducted except where the failure to have such authorizations, licenses and permits would not have or has Employees or engages independent contractors and/or freelances on a Company Material Adverse Effectfull-time basis. The copies of the Company’s certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”) that are filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended January 3, 2009 (the “Company Form 10-K”) are complete and correct copies thereof as in effect on the date hereof. The Company has delivered or made available to Parent true and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of each Subsidiary of the Company, each as amended to date and currently in effect Company (the “Subsidiary Charter Organizational Documents”). The ) attached to Section 2.1(a) of the Company Disclosure Schedule are true, complete and correct copies of such documents as in effect on the date of this Agreement and have not been amended since the date hereof, and the Company is not in violation of any provision of the Certificate any of Incorporation or the Bylaws. No its Organizational Documents. (b) The Company does not have and has not ever had a Subsidiary of and the Company is in violation of any provision of its Subsidiary Charter Documents. For purposes of this agreement, the term “Subsidiary” means, with respect to a Party, any corporation, more than 50% of the outstanding voting securities of which are does not own or control and has never owned or controlled, directly or indirectly, by such Party any equity or similar interest in, or any Subsidiary of such Partyinterest convertible into or exchangeable or exercisable for any equity or similar interest in, or a have any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of or otherwise financially support any, corporation, partnership, limited liability company, trust, association joint venture or other business entity in which such Party association or any Subsidiary entity. (c) The names of such Party is a general partner, manager or trustee or owns or controls, directly or indirectly, interests entitling it to receive more than 50% each director and officer of the profits Company, date of commencement and his or losses her position with the Company on the date hereof are listed in Section 2.1(c) of such entity. As used in this Agreement, “Law” shall mean any foreign or domestic law, statute, code, ordinance, rule, regulation, or Orderthe Company Disclosure Schedule.

Organization and Standing; Subsidiaries. The Company (a) Each of the Company, the Parent, and their respective Subsidiaries (i) is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under (in the laws jurisdictions that recognize the concept of the State of Delaware. Each Subsidiary of the Company has been duly organized, and is validly existing and in good standing standing) under the Laws of the jurisdiction of its incorporation or organizationformation, as the case may be. Section 3.1 of the Company Disclosure Letter contains a complete list of every Subsidiary of the Company and the jurisdiction of each such Subsidiary’s incorporation , (ii) has all requisite corporate or organizationlimited liability company power, as the case may be. The Company applicable, and each of authority and possesses all governmental licenses, Permits, authorizations and approvals necessary to enable it to use its Subsidiaries are corporate or other name and to own or lease or otherwise hold and operate its assets and properties and to carry on its business as now being conducted and as currently proposed by its management to be conducted, and (iii) is duly qualified qualified, licensed or registered to conduct do business and are is in good standing to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or registration necessary (except where such qualification or good standing is required except where the failure to be so qualified qualified, licensed or registered would not have a Company Material Adverse Effectbe material to the Company), which jurisdictions are listed in Section 5.1(a) of the Disclosure Schedule. The Company and each of its Subsidiaries have all requisite power and authority and all authorizations, licenses and permits necessary has made available to own, lease and operate their respective properties and other assets, to conduct their respective businesses as presently conducted and as proposed to be conducted except where the failure to have such authorizations, licenses and permits would not have a Company Material Adverse Effect. The copies of the Company’s certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”) that are filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended January 3, 2009 (the “Company Form 10-K”) are Buyer complete and correct copies thereof of its Constitutive Documents, as in effect on the date hereofamended. The Company has delivered or made available to Parent true Buyer and complete its Representatives copies of the stock certificate of incorporation and bylaws (or similar organizational documents) of each Subsidiary transfer books and the minute books of the Company, each as amended to date of which are true, correct and currently complete and have been maintained in effect (accordance with applicable Law and sound and prudent business practices and the “Subsidiary Charter Documents”)minute books accurately and adequately reflect in all material respects all action previously taken by the shareholders, Board of Directors and committees of the Board of Directors of the Company. The Company is not in violation of any provision of the Certificate of Incorporation or the Bylaws. No Subsidiary of the Company is in violation of any provision provisions of its Subsidiary Charter Constitutive Documents. For purposes of this agreement, the term “Subsidiary” means, with respect to a Party, The Company has no Subsidiaries and has never had any corporation, more than 50% of the outstanding voting securities of which are owned or controlled, directly or indirectly, by such Party or any Subsidiary of such Party, or a partnership, limited liability company, trust, association or other business entity in which such Party or any Subsidiary of such Party is a general partner, manager or trustee or owns or controls, directly or indirectly, interests entitling it to receive more than 50% of the profits or losses of such entity. As used in this Agreement, “Law” shall mean any foreign or domestic law, statute, code, ordinance, rule, regulation, or OrderSubsidiaries.