Common use of Organization, Qualification, Etc Clause in Contracts

Organization, Qualification, Etc. Del Monte is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. Each of Del Monte and Merger Sub has all requisite power and authority to own or lease and operate and use its properties and assets and carry on its business as presently conducted and is duly qualified and licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Del Monte. Copies of each of Del Monte's and Merger Sub's certificate of incorporation and bylaws in existence on the date hereof are included as part of Section 5.1 of the Del Monte Disclosure Letter and are complete and correct and in full force and effect on the date hereof. Each of the Del Monte Subsidiaries is a corporation or (as indicated in Section 5.1 of the Del Monte Disclosure Letter) other legal entity duly organized, validly existing and, to the extent such concept or similar concept exists in the relevant jurisdiction, in good standing under the laws of the state or other jurisdiction of its incorporation or other organization, has all requisite power and authority to own or lease and operate and use its properties and assets and to carry on its business as presently conducted and is duly qualified and licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Del Monte.

Organization, Qualification, Etc. Del Monte is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. Each of Del Monte Jersey and Merger Sub has all requisite the corporate power and authority to own or lease and operate and use its properties and assets and to carry on its business as presently it is now being conducted and is duly qualified and licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Del Montethe Company. Copies of each of Del Monte's and Merger Sub's the Company’s certificate of incorporation and bylaws in existence on the date hereof are included as part of Section 5.1 of the Del Monte Disclosure Letter have been delivered to Parent and are complete and correct and in full force and effect effect. (b) The Company conducts certain of its operations through the subsidiary corporations set forth on Schedule 3.01 (collectively, the date hereof“Subsidiaries”). Each of the Del Monte Subsidiaries Subsidiary is a corporation or (as indicated in Section 5.1 of the Del Monte Disclosure Letter) other legal entity duly organized, validly existing and, to the extent such concept or similar concept exists in the relevant jurisdiction, and in good standing under the laws of the state or other jurisdiction of its incorporation or other organization, and has all requisite the corporate power and authority to own or lease and operate and use its properties and assets and to carry on its business as presently it is now being conducted and is duly qualified and licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Del Montethe Company. Copies of each Subsidiary’s certificate of incorporation and bylaws have been delivered to Parent and are complete and correct and in full force and effect. The Company owns 100% of the issued and outstanding capital stock of each of the Subsidiaries, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Taxes, security interests, options, warrants, purchase rights, contracts, commitments and equities claims and demands. The Company does not control, directly or indirectly, and does not have any direct or indirect equity participation in any other corporation, partnership, trust or other business association.

Organization, Qualification, Etc. Del Monte is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. Each of Del Monte Jersey and Merger Sub has all requisite the corporate power and authority to own or lease and operate and use its properties and assets and to carry on its business as presently it is now being conducted and is duly qualified and licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Del Montethe Company. Copies of each of Del Monte's and Merger Subthe Company's certificate of incorporation and bylaws in existence on the date hereof are included as part of Section 5.1 of the Del Monte Disclosure Letter have been delivered to Parent and are complete and correct and in full force and effect effect. (b) The Company conducts certain of its operations through the subsidiary corporations set forth on Schedule 3.01 (collectively, the date hereof"Subsidiaries"). Each of the Del Monte Subsidiaries Subsidiary is a corporation or (as indicated in Section 5.1 of the Del Monte Disclosure Letter) other legal entity duly organized, validly existing and, to the extent such concept or similar concept exists in the relevant jurisdiction, and in good standing under the laws of the state or other jurisdiction of its incorporation or other organization, and has all requisite the corporate power and authority to own or lease and operate and use its properties and assets and to carry on its business as presently it is now being conducted and is duly qualified and licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Del Montethe Company. Copies of each Subsidiary's certificate of incorporation and bylaws have been delivered to Parent and are complete and correct and in full force and effect. The Company owns 100% of the issued and outstanding capital stock of each of the Subsidiaries, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Taxes, security interests, options, warrants, purchase rights, contracts, commitments and equities claims and demands. The Company does not control, directly or indirectly, and does not have any direct or indirect equity participation in any other corporation, partnership, trust or other business association.