Common use of Organization, Authority and Good Standing; Subsidiaries Clause in Contracts

Organization, Authority and Good Standing; Subsidiaries. Exhibit B hereto correctly sets forth an entire listing of the Borrowers’ owners and their respective interests in the Borrowers. The ownership interests listed in Exhibit B are so owned as of the date of this Agreement, free and clear of all Liens, and all such ownership interests have been duly issued and are fully paid and non-assessable. No person has any right, contingent or otherwise, to purchase any such ownership interests. Exhibit B also correctly sets forth (a) the name and jurisdiction of organization of each Subsidiary of any Borrower, if any Subsidiary shall exist, and (b) a statement of the capitalization of each such Subsidiary and the ownership of its ownership interests. The ownership interests listed in Exhibit B as owned by any Borrower are so owned as of the date of this Agreement, free and clear of all Liens, and all such ownership interests have been duly issued and are fully paid and non-assessable. No person has any right, contingent or otherwise, to purchase any such ownership interests. The Borrowers and each of their Subsidiaries, if any, are duly organized and validly existing entities in good standing under the laws of Delaware and Iowa, as applicable, and each have the full power and authority to own the properties and assets and to carry on the business which they now own and carry on. The Borrowers and each of their Subsidiaries, if any, are duly qualified and in good standing as a foreign corporation or Entity in each jurisdiction wherein the nature of the property owned or leased by them or the nature of the business transacted by them makes such qualification necessary.

Organization, Authority and Good Standing; Subsidiaries. Exhibit B C hereto correctly sets forth an entire listing of the Borrowers’ owners Company's stockholders who are Xxxxx Family Members owning more than five percent (5%) of the voting securities of the Company and their respective interests in the BorrowersCompany. The ownership interests shares of stock listed in Exhibit B "C" are so owned as of the date of this Agreement, free and clear of all Liens, and all such ownership interests shares of stock have been duly issued and are fully paid and non-assessable. No person has any right, contingent or otherwise, to purchase any such ownership interestsshares of stock. Exhibit B "C" also correctly sets forth the aggregate amount of publicly traded stock of the Company. Exhibit "C" also correctly sets forth (a) the name and jurisdiction of organization incorporation of each Subsidiary and Affiliate of any Borrowerthe Company, if any Subsidiary or Affiliate shall exist, and (b) a statement of the capitalization of each such Subsidiary and Affiliate and the ownership of its ownership interestsstock or other equity interest, and (c) the name of each assumed or other trade name under which the Company or any Subsidiary or Affiliate presently does business. The ownership interests shares of stock and other equity interest listed in Exhibit B "C" as owned by any Borrower the Company are so owned as of the date of this Agreement, free and clear of all Liens, and all such ownership interests shares of stock and other equity interest have been duly issued and are fully paid and non-assessable. No person has any right, contingent or otherwise, to purchase any such ownership interestsshares of stock or other equity interest. The Borrowers Company and each of their Subsidiaries, if any, its Subsidiaries and Affiliates are duly organized and validly existing corporations or other lawful entities in good standing under the laws of Delaware their respective jurisdiction of incorporation or organization and Iowa, as applicable, and each have the full power and authority to own the properties and assets and to carry on the business which they now own and carry on. The Borrowers Company and each of their Subsidiaries, if any, its Subsidiaries are duly qualified and in good standing as a foreign corporation corporations or Entity other legal entities in each jurisdiction wherein the nature of the property owned or leased by them or the nature of the business transacted by them makes such qualification necessary.

Organization, Authority and Good Standing; Subsidiaries. The organizational chart attached hereto as Schedule 3.4, relating to Borrower and certain Affiliates and other parties, is true, complete and correct on and as of the date hereof and shows all Persons holding a direct or indirect ownership interest in the Borrower. A true and complete copy of (a) the Certificates of Formation of the Borrower; and (b) the Limited Liability Company Agreements of Borrower and any and all amendments thereto (such documents being referred to herein as the “Organizational Documents”) have been furnished to Lender. The Organizational Documents are duly and validly executed and delivered and are in full force and effect and binding upon and enforceable against the Borrower and its owners in accordance with their respective terms. All necessary actions have been taken to empower and authorize Borrower to execute and deliver the Loan Documents. Exhibit B C hereto correctly sets forth an entire listing of the Borrowers’ owners Borrower’s owners, and their respective interests in the BorrowersBorrower. The ownership interests listed in Exhibit B C are so owned as of the date of this Agreement, free and clear of all Liens, and all such ownership interests have been duly acquired and are fully paid and non-assessable. No Person has any right, contingent or otherwise, to purchase any such ownership interests. Exhibit C also correctly sets forth (a) the name and jurisdiction of formation of each subsidiary of Borrower, if any exists, and (b) a statement of the capitalization of each such subsidiary and the ownership of its equity interests. The ownership interests listed in Exhibit C as owned by Borrower are free and clear of all Liens, and all ownership interests have been duly issued and are fully paid and non-assessable. No person Person has any right, contingent or otherwise, to purchase any such ownership interests. Exhibit B also correctly sets forth (a) the name and jurisdiction of organization of each Subsidiary of any Borrower, if any Subsidiary shall exist, and (b) a statement of the capitalization of each such Subsidiary and the ownership of its ownership interests. The ownership interests listed in Exhibit B as owned by any Borrower are so owned as of the date of this Agreement, free and clear of all Liens, and all such ownership interests have been duly issued and are fully paid and non-assessable. No person has any right, contingent or otherwise, to purchase any such ownership interests. The Borrowers and each of their Subsidiaries, if any, its subsidiaries are duly organized and validly existing entities limited liability companies or corporations, as the case may be, in good standing under the laws of Delaware and Iowathe State of Delaware, as applicablerespectively, and each have the full power and authority to own the properties and assets and to carry on the business which they now own and carry on. The Borrowers Borrower and each of their Subsidiaries, if any, its subsidiaries are duly qualified and in good standing as a foreign corporation limited liability company or Entity corporation, as the case may be, in each jurisdiction wherein the nature of the property owned or leased by them or the nature of the business transacted by them makes such qualification necessary.

Organization, Authority and Good Standing; Subsidiaries. Exhibit B “D” hereto correctly sets forth an entire the name and jurisdiction of incorporation of each entity comprising the Company and a listing of the Borrowers’ owners majority stockholders (by name or category) and partners of the Company and their respective interests in the BorrowersCompany as of the date set forth thereon. The ownership shares of stock and/or partnership and/or limited liability company interests listed in Exhibit B “D” have been duly issued and are fully paid and non-assessable. More than fifty percent (50%) of the outstanding Voting Stock of Cal-Maine Foods, Inc. is owned by Xxxx Xxxxx, Jr. and his immediate family (as defined in Section 6.2), and more than fifty percent (50%) of the Voting Stock of Cal-Maine Foods, Inc. and its ownership interests in Hillandale, LLC are and shall remain free and clear of all Liens notwithstanding any subsequent transfer or transfers to members of the immediate family of Xxxx Xxxxx, Jr. (as defined in Section 6.2). Except as indicated on Exhibit “D”, no person or entity has any right, contingent or otherwise, to purchase any such shares of stock and/or ownership interests. Cal-Maine Foods, Inc. is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, and Hillandale, LLC is a duly organized and validly existing limited liability company in good standing under the laws of the State of Florida, and each such entity has full power and authority to own its properties and assets and to carry on the business which it now owns and carries on. Cal-Maine Foods, Inc. has no Subsidiaries other than Cal-Maine Farms, Inc., South Texas Applicators, Inc., Southern Equipment Distributors, Inc., CMF of Kansas, LLC, Hillandale, LLC and American Egg Products, LLC as of the date hereof. Exhibit “D” also correctly sets forth (a) the name and jurisdiction of incorporation of each Subsidiary of the Company, and (b) a statement of the capitalization of each such Subsidiary and the ownership of its stock. The shares of stock in such Subsidiaries listed in Exhibit “D” as owned by the Company are so owned as of the date of this Agreement, free and clear of all Liens, and all such ownership interests shares of stock have been duly issued and are fully paid and non-assessable. No Unless indicated on Exhibit “D”, no person or entity has any right, contingent or otherwise, to purchase any such ownership interestsshares of stock. Exhibit B also correctly sets forth (a) the name Cal-Maine Farms, Inc. and jurisdiction of organization of each Subsidiary of any BorrowerSouth Texas Applicators, if any Subsidiary shall exist, and (b) a statement of the capitalization of each such Subsidiary and the ownership of its ownership interests. The ownership interests listed in Exhibit B as owned by any Borrower are so owned as of the date of this Agreement, free and clear of all Liens, and all such ownership interests have been duly issued and are fully paid and non-assessable. No person has any right, contingent or otherwise, to purchase any such ownership interests. The Borrowers and each of their Subsidiaries, if any, Inc. are duly organized and validly existing entities corporations in good standing under the laws of Delaware and Iowa, as applicablethe State of Delaware, and each have the full power and authority to own their properties and assets and to carry on the businesses which they now own and carry on. Southern Equipment Distributors, Inc. is a duly organized and validly existing corporation in good standing under the laws of the State of Mississippi, and it has full power and authority to own its properties and assets and to carry on the business which they it now owns and carries on. CMF of Kansas, LLC is a duly organized and validly existing limited liability company in good standing under the laws of the State of Delaware, and has full power and authority to own its properties and assets and to carry on the business which it now owns and carries on. The Borrowers Company and each of their Subsidiaries, if any, its Subsidiaries are duly qualified and in good standing as a foreign corporation or Entity corporations in each jurisdiction wherein the nature of the property owned or leased by them or the nature of the business transacted by them makes such qualification necessary. There are no Subsidiaries of Cal-Maine Farms, Inc., South Texas Applicators, Inc., Southern Equipment Distributors, Inc., Hillandale, LLC or CMF of Kansas, LLC as of the date hereof.