Common use of Qualification, Organization, Subsidiaries, etc Clause in Contracts

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Material Adverse Effect” means such facts, circumstances, events or changes that are, or would reasonably be expected to become, materially adverse to the business, financial condition or continuing operations of the Business taken as a whole but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement), except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Material Adverse Effect” means such facts, circumstances, events or changes that are, or would reasonably be expected to become, materially adverse to the business, financial condition or continuing operations of the Business taken as a whole but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, provided that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement)laws, except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined)Liens, other than Permitted Liens (as hereinafter defined)Liens, including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Parent and Merger Sub is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, is not having or would not reasonably be expected to have, individually or in the aggregate, a Business Parent Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Parent Material Adverse Effect” means such an event, change, effect, development, state of facts, circumstancescondition, events circumstance or changes occurrence that are, or would reasonably be expected to become, is materially adverse to the business, financial condition or continuing results of operations of the Business Parent and its Subsidiaries, taken as a whole whole, but shall not be deemed to include any event, change, effect, development, state of facts, circumstancescondition, events circumstance or occurrence: (i) in or affecting economic conditions generally (including changes (ain interest rates) generally affecting the newspaper industry in the United States or the economy or the financial financial, mortgage or securities markets in the United States or elsewhere in the world, including regulatory and political conditions (ii) in or developments (including affecting the industries in which Parent or its Subsidiaries operate generally or in any outbreak specific jurisdiction or escalation of hostilities or acts of war or terrorism) geographical area or (biii) resulting from or arising out of (iA) the announcement or the existence of, or compliance with, or taking any action required or permitted by this Agreement or the Merger Agreement or the transactions contemplated hereby or therebyhereby, including (B) any taking of any action at the effect written request of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section)Company, (iiC) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby hereby, (D) any adoption, implementation, promulgation, repeal, modification, reinterpretation or hereby proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, (iiiE) any changes in applicable Law, GAAP or accounting standards. No Acquired Company is standards or interpretations thereof, (F) any weather-related or other force majeure event or outbreak or escalation of hostilities or acts of war or terrorism, except to the extent that Parent and its Subsidiaries are adversely affected in violation of a disproportionate manner relative to other participants in the industries in which Parent and its Subsidiaries operate or (G) any changes in the share price or trading volume of the provisions Parent Common Stock, in Parent’s credit rating or in any analyst’s recommendations, or the failure of its respective articles Parent to meet projections or certificate of incorporation and by-laws forecasts (including any analyst’s projections) (provided that the event, change, effect, development, condition or following occurrence underlying such change shall not be excluded to the applicable LLC Conversionextent such event, its respective LLC agreement)change, except as effect, development, condition or occurrence would not have otherwise constitute a Business Parent Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, is not having or would not reasonably be expected to have, individually or in the aggregate, a Business Company Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Company Material Adverse Effect” means such an event, change, effect, development, state of facts, circumstancescondition, events circumstance or changes occurrence that are, or would reasonably be expected to become, is materially adverse to the business, financial condition or continuing results of operations of the Business Company and its Subsidiaries, taken as a whole whole, but shall not be deemed to include any event, change, effect, development, state of facts, circumstancescondition, events circumstance or occurrence: (i) in or affecting economic conditions generally (including changes (ain interest rates) generally affecting the newspaper industry in the United States or the economy or the financial financial, mortgage or securities markets in the United States or elsewhere in the world, including regulatory and political conditions (ii) in or developments (including affecting the industries in which the Company or its Subsidiaries operate generally or in any outbreak specific jurisdiction or escalation of hostilities or acts of war or terrorism) geographical area or (biii) resulting from or arising out of (iA) the announcement or the existence of, or compliance with, or taking any action required or permitted by this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section)hereby, (iiB) any taking of any action at the written request of Parent or Merger Sub, (C) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby hereby, (D) any adoption, implementation, promulgation, repeal, modification, reinterpretation or hereby proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, (E) any changes in accounting standards or interpretations thereof, (F) any weather-related or other force majeure event or outbreak or escalation of hostilities or acts of war or terrorism, except to the extent that the Company and its Subsidiaries are adversely affected in a disproportionate manner relative to other participants in the industries in which the Company or its Subsidiaries operate, or (iiiG) any changes in applicable Law, GAAP the share price or accounting standards. No Acquired Company is in violation of any trading volume of the provisions Shares, in the Company’s credit rating or in any analyst’s recommendations, or the failure of its respective articles the Company to meet projections or certificate of incorporation and by-laws forecasts (including any analyst’s projections) (provided that the event, change, effect, development, condition or following occurrence underlying such change shall not be excluded to the applicable LLC Conversionextent such event, its respective LLC agreement)change, except as effect, development, condition or occurrence would not have otherwise constitute a Business Company Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Parent, Merger Sub and their respective Subsidiaries is a legal entity duly organizedorganized or formed, validly existing and in good standing under the Laws of its respective jurisdiction of organization or formation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, except where the failure to have such power or authority would not have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub and their respective Subsidiaries is qualified to do business and is in good standing as a foreign corporation entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, standing would not have, individually or in the aggregate, a Business Parent Material Adverse Effect. . (b) As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Parent Material Adverse Effect” means such factsan event, circumstanceschange, events effect, development or changes occurrence that arehas had, or would is reasonably be expected likely to becomehave, materially a material adverse to effect on the business, financial condition or continuing results of operations of the Business Parent and its Subsidiaries, taken as a whole but shall not include factswhole, circumstancesother than any event, events change, effect, development or changes occurrence: (ai) disclosed in the Parent SEC Documents filed or furnished prior to the date of this Agreement (excluding any disclosure set forth in any risk factor section, or in any section relating to forward-looking statements) or as disclosed in the Parent Disclosure Schedule, (ii) in or generally affecting the newspaper industry in the United States or the economy or economy, the financial or securities markets markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, including regulatory so long as such event, change, effect, development or occurrence does not disproportionately affect Parent and political conditions its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Parent and its Subsidiaries operate, or (iii) resulting from or arising out of (A) any changes or developments in the industries in which Parent or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas or other commodities or for Parent’s raw material inputs and end products, (C) the announcement or the existence of, compliance with or performance under, this Agreement or the transactions contemplated hereby (including the impact thereof on the relationships, contractual or otherwise, of Parent or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Merger or any of the other transactions contemplated by this Agreement), (D) any taking of any action at the request of the Company, (E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, or market administrator, (F) any changes in GAAP or accounting standards or interpretations thereof, (G) earthquakes, any weather-related or other force majeure event or natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (H) any failure by Parent to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, provided that the exception in this clause (b)(iH) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent prevent or otherwise affect a determination that the execution of this Agreement any event, change, effect, development or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) occurrence underlying such failure has resulted in, or (ii) of such section)contributed to, (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement), except as would not have a Business Parent Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly Effect so long as it is not otherwise excluded by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.this definition) or

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies The Company is a legal entity corporation duly organized, organized and validly existing and in good standing under the Laws of its respective jurisdiction the State of organization Oregon and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, has not had and would not havenot, individually or in the aggregate, reasonably be expected to have a Business Company Material Adverse Effect. Except as set forth on Section 3.1 of the Company Disclosure Schedule, the Company has no, and has never had, any Subsidiaries (as defined in Section 8.13(a)). The Company has made available to Parent prior to the date of this Agreement a true and complete copy of the Company’s Articles of Incorporation and by-laws, each as amended through the date hereof. Such Articles of Incorporation and by-laws are in full force and effect and the Company is not in violation of any provision of the Company’s Articles of Incorporation and by-laws. As used in this Agreement, any reference to any state of facts, circumstances, events event or changes change having a “Business Company Material Adverse Effect” means such state of facts, circumstances, events event or changes change that are, or would reasonably be expected to become, materially has had a material adverse to effect on the business, operations or financial condition or continuing operations of the Business taken as a whole Company but shall not include (a) facts, circumstances, events or changes (ai) generally affecting the newspaper fine chemical industry or the segments thereof in which the Company operates (including changes to commodity prices) in the United States or elsewhere, (ii) generally affecting the economy or the financial financial, debt, credit or securities markets markets, in the United States or elsewhere in the worldelsewhere, including regulatory and (iii) resulting from any political conditions or developments in general, (including iv) resulting from any outbreak or escalation of hostilities hostilities, declared or undeclared acts of war or terrorismterrorism (other than any of the foregoing to the extent that it causes any direct damage or destruction to or renders physically unusable or inaccessible any facility or property of the Company), (v) reflecting or resulting from changes or proposed changes in Law (including rules and regulations) or interpretation thereof or GAAP (as defined in Section 3.4(b)) (or interpretations thereof), or (vi) resulting from actions of the Company which Parent has expressly requested in writing or to which Parent has expressly consented in writing; (b) any decline in the stock price of the Company Common Stock or any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such decline or failure may, to the extent applicable, be considered in determining whether there is a Company Material Adverse Effect); or (c) any facts, circumstances, events or changes resulting from (i) the announcement or the existence of, or compliance (other than the obligation of the Company to comply with its obligations to operate in the ordinary course of business) with, this Agreement or the Merger Agreement or and the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (hereby; provided, however, that the exception in this clause (b)(ic) shall not apply to diminish the effect of, and shall be disregarded for purposes of, the representations and warranties contained relating to required consents, approvals, change in Section 4.2(c) to control provisions or similar rights of acceleration, termination, modification or waiver based upon the extent that the execution entering into of this Agreement or and the consummation of the transactions contemplated hereby would result in Merger. For purposes of clarification, any actions required by any person to comply with Section 5.6 (and the impact thereof) shall be excluded from the determination of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement), except as would not have a Business Material Adverse Effect. All For avoidance of doubt any material damage to the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are Owned Real Property that is not fully paid and non-assessable, owned directly or indirectly restored by Knight Ridder (or following the Effective TimeTime shall be a “Material Adverse Effect” under this agreement, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell whether or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities lawsnot insured.

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies Company and its Subsidiaries is (x) a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize that concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is (y) qualified to do business and is in good standing (with respect to jurisdictions which recognize that concept) as a foreign corporation entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, standing would not have, individually or in the aggregate, a Business Company Material Adverse Effect. As used in this Agreement, any reference to any facts, conditions, developments, circumstances, occurrences, events or changes having a “Business Company Material Adverse Effect” means such facts, conditions, developments, circumstances, occurrences, events or changes that arethat, individually or in the aggregate with any other facts, conditions, developments, circumstances, occurrences, events or changes, are or would reasonably be expected to become, be materially adverse to the business, financial condition or continuing operations of the Business Company and its Subsidiaries, taken as a whole whole, but shall not include (a) facts, conditions, developments, circumstances, occurrences, events or changes (a) generally affecting the newspaper industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) changes in general economic or political conditions, (ii) changes in the securities, credit or financial markets, (iii) general changes or developments in the industries in which the Company and its Subsidiaries operate, (iv) changes or proposed changes in Laws or regulations (or interpretations thereof), (v) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the pendency or consummation of the Merger or the other transactions contemplated hereby would result in hereby, (vi) the identity of Parent or any of its affiliates as the consequences set forth acquiror of the Company, (vii) compliance with the terms of, or the taking of any action required by, this Agreement or consented to in clauses writing by Parent, (iviii) any acts of terrorism or war, (ix) changes in generally accepted accounting principles or the interpretation thereof, or (ii) of such section), (iix) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby hereby, except, in the case of the foregoing clauses (i), (ii) or (iii) to the extent such acts, conditions, developments, circumstances, occurrences, events or changes referred to therein are not otherwise excluded from the definition hereof and have a materially disproportionate adverse impact on the Company and its Subsidiaries, taken as a whole, relative to other companies in applicable Law, GAAP or accounting standards. No Acquired the industries and in the geographic markets in which the Company is in violation of any and its Subsidiaries conduct their businesses after taking into account the size of the provisions Company relative to such other companies, or (b) any decline in the stock price of its respective articles the Company Common Stock or certificate any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of incorporation and by-laws (such decline or following the applicable LLC Conversion, its respective LLC agreement), except as would not have failure may be considered in determining whether there is or has been a Business Company Material Adverse Effect). All The Company has made available to Parent prior to the outstanding shares date of capital stock ofthis Agreement a true and complete copy of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws, or other equity interests in each as amended through the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities lawsdate hereof.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Triarc and Merger Sub and their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authorityauthority has not had since December 30, 2007 and would not reasonably be expected to have, individually or in the aggregate, a Business Triarc Material Adverse Effect. . (b) As used in this Agreement, “Triarc Material Adverse Effect” means any reference change, effect, event, occurrence or state of facts that is materially adverse to any the assets, properties, business or financial condition or results of operations of Triarc and its Subsidiaries, taken as a whole, but shall not include an effect arising from facts, circumstances, events or changes having a “Business Material Adverse Effect” means such factschanges, circumstances, events or changes that are, or would reasonably be expected to become, materially adverse to the business, financial condition or continuing operations of the Business taken as a whole but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper quick service restaurant industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and regulatory, social or political conditions or developments (including any outbreak or escalation of hostilities or acts of war war, whether or not pursuant to the declaration of a national emergency or war, or acts of terrorism) or changes in interest rates or (b) to the extent resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result by this Agreement other than for purposes of Section 4.2 and 4.9(g) (and the condition contained in any of the consequences set forth in clauses (iSection 6.2(a) or (ii) of such sectionwith respect thereto), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or by this Agreement, (iii) changes in applicable Law, Law or GAAP or accounting standards. No Acquired Company is interpretation thereof, (iv) changes, solely in violation and of themselves, in the market price or trading volume of the Class A Common Stock or the Triarc Class B Common Stock, (v) changes, solely in and of themselves, in any analyst’s recommendations, any financial strength rating or any other recommendations or ratings as to Triarc or its Subsidiaries (including, in and of itself, any failure to meet analyst projections), (vi) the loss by Triarc or any of its Subsidiaries of any of its customers, suppliers, franchisees or employees as a result of the provisions transactions contemplated by this Agreement, (vii) weather, (viii) the seasonality of the business of Triarc and its respective articles Subsidiaries, (ix) effects of public perceptions of food safety applicable to the quick service restaurant industry generally or certificate (x) the failure, in and of incorporation itself, of Triarc to meet any expected or projected financial or operating performance target, but not any underlying cause of such failures, whether internal or published, for any period ending on or after the date of this Agreement as well as any change, in and by-laws of itself, by Triarc in any expected or projected financial or operating performance target as compared with any target prior to the date of this Agreement; provided, however, that any change, effect, development, event or occurrence described in each of clauses (or following the applicable LLC Conversion, its respective LLC agreementa), except as would (b)(iii), (b)(vii) and (b)(ix) above shall not constitute or give rise to a Triarc Material Adverse Effect only if and to the extent that such change, effect, development, event or occurrence does not have a Business materially disproportionate effect on Triarc and its Subsidiaries as compared to other persons in the quick service restaurant industry and provided further that the facts, circumstances or events underlying the change or failure in clauses (b)(iv), (b)(v) and (b)(x) above shall not be excluded to the extent such facts, circumstances or events would otherwise constitute a Triarc Material Adverse Effect. All For the outstanding shares avoidance of capital stock ofdoubt, or other equity interests in (a) Triarc’s results of operations for the Acquired Companies have been validly issued quarter ended March 30, 2008 and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following b) the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities lawstrend reflected therein shall not constitute a Triarc Material Adverse Effect.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, is not having or would not reasonably be expected to have, individually or in the aggregate, a Business Company Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Company Material Adverse Effect” means such an event, change, effect, development, state of facts, circumstancescondition, events circumstance or changes occurrence that are, or would reasonably be expected to become, is materially adverse to the business, financial condition or continuing results of operations of the Business Company and its Subsidiaries, taken as a whole whole, but shall not be deemed to include any event, change, effect, development, state of facts, circumstancescondition, events circumstance or occurrence: (i) in or affecting economic conditions generally (including changes (ain interest rates) generally affecting the newspaper industry in the United States or the economy or the financial financial, mortgage or securities markets in the United States or elsewhere in the world, including regulatory and political conditions (ii) in or developments (including affecting the industries in which the Company or its Subsidiaries operate generally or in any outbreak specific jurisdiction or escalation of hostilities or acts of war or terrorism) geographical area or (biii) resulting from or arising out of (iA) the announcement or the existence of, or compliance with, or taking any action required or permitted by this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section)hereby, (iiB) any taking of any action at the written request of Parent or Merger Sub, (C) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby hereby, (D) any adoption, implementation, promulgation, repeal, modification, reinterpretation or hereby proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, (iiiE) any changes in applicable Law, GAAP or accounting standards. No Acquired standards or interpretations thereof, (F) any weather-related or other force majeure event or outbreak or escalation of hostilities or acts of war or terrorism, except to the extent that the Company is and its Subsidiaries are adversely affected in violation of a disproportionate manner relative to other participants in the industries in which the Company or its Subsidiaries operate, or (G) any changes in the share price or trading volume of the provisions Shares, in the Company’s credit rating or in any analyst’s recommendations, or the failure of its respective articles the Company to meet projections or certificate of incorporation and by-laws forecasts (including any analyst’s projections) (provided that the event, change, effect, development, condition or following occurrence underlying such change shall not be excluded to the applicable LLC Conversionextent such event, its respective LLC agreement)change, except as effect, development, condition or occurrence would not have otherwise constitute a Business Company Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Wendy’s and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted. (b) Each of Wendy’s and its Subsidiaries is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authorityauthority has not had since December 30, 2007 and would not reasonably be expected to have, individually or in the aggregate, a Business Wendy’s Material Adverse Effect. As used in this Agreement, “Wendy’s Material Adverse Effect” means any reference change, effect, event, occurrence or state of facts that is materially adverse to any the assets, properties, business or financial condition or results of operations of Wendy’s and its Subsidiaries, taken as a whole, but shall not include an effect arising from facts, circumstances, events or changes having a “Business Material Adverse Effect” means such factschanges, circumstances, events or changes that are, or would reasonably be expected to become, materially adverse to the business, financial condition or continuing operations of the Business taken as a whole but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper quick service restaurant industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and regulatory, social or political conditions or developments (including any outbreak or escalation of hostilities or acts of war war, whether or not pursuant to the declaration of a national emergency or war, or acts of terrorism) or changes in interest rates or (b) to the extent resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result by this Agreement, other than for purposes of Sections 3.2(e), 3.3 and 3.9(g) (and the condition contained in any of the consequences set forth in clauses (iSection 6.3(a) or (ii) of such sectionwith respect thereto), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or by this Agreement, (iii) changes in applicable Law, GAAP Law or accounting standards. No Acquired Company is principles generally accepted in violation the United States (“GAAP”) or interpretation thereof, (iv) changes, solely in and of themselves, in the market price or trading volume of the Common Shares, (v) changes, solely in and of themselves, in any analyst’s recommendations, any financial strength rating or any other recommendations or ratings as to Wendy’s or its Subsidiaries (including, in and of itself, any failure to meet analyst projections), (vi) the loss by Wendy’s or any of its Subsidiaries of any of its customers, suppliers, franchisees or employees as a result of the provisions transactions contemplated by this Agreement, (vii) weather, (viii) the seasonality of the business of Wendy’s and its respective articles Subsidiaries, (ix) effects of public perceptions of food safety applicable to the quick service restaurant industry generally or certificate (x) the failure, in and of incorporation itself, of Wendy’s to meet any expected or projected financial or operating performance target, but not any underlying cause of such failure, whether internal or published, for any period ending on or after the date of this Agreement as well as any change, in and by-laws of itself, by Wendy’s in any expected or projected financial or operating performance target as compared with any target prior to the date of this Agreement; provided, however, that any change, effect, development, event or occurrence described in each of clauses (or following the applicable LLC Conversion, its respective LLC agreementa), except as would (b)(iii), (b)(vii) and b(ix) above shall not constitute or give rise to a Wendy’s Material Adverse Effect only if and to the extent that such change, effect, development, event or occurrence does not have a Business materially disproportionate effect on Wendy’s and its Subsidiaries as compared to other persons in the quick service restaurant industry and provided further that the facts, circumstances or events underlying the change or failure in clauses (b)(iv), (b)(v), and (b)(x) above shall not be excluded to the extent such facts, circumstances or events would otherwise constitute a Wendy’s Material Adverse Effect. All For the outstanding shares avoidance of capital stock ofdoubt, or other equity interests in (a) Wendy’s results of operations for the Acquired Companies have been validly issued quarter ended March 30, 2008 and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following b) the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities lawstrend reflected therein shall not constitute a Wendy’s Material Adverse Effect.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Company Material Adverse Effect. The Company has made available to Parent prior to the date of this Agreement a true and complete copy of the Company’s and Xxxxxx Plastics Company, LLC, a Connecticut limited liability company (the “Xxxxxx Subsidiary”) certificate of incorporation and bylaws, in the case of the Company, and articles of formation and operating agreement (or similar documents), in the case of Xxxxxx Subsidiary, each as amended through the date of this Agreement. (b) As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Company Material Adverse Effect” means such facts, circumstances, events or changes that are, are or would reasonably be expected to become, be materially adverse to the business, properties, assets, prospects, results of operations or financial condition or continuing operations of the Business Company and its Subsidiaries, taken as a whole whole, but shall not include facts, circumstances, events or changes alone or in combination (aor the effects or consequences thereof) (i) generally affecting the newspaper medical device industry or other industries in which the Company or any of its Subsidiaries operate in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or changes in interest rates, in any such case in this clause (bi), to the extent that such fact, circumstance, event or change does not have a materially disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which the Company operates or (ii) resulting from (iA) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect announcement of the announcement of, Merger or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences other transactions contemplated by this Agreement, (B) any event, occurrence, circumstance or trend, including a diminution in value, related to the Company, any of its Subsidiaries, or any of their respective businesses, properties, assets, results of operations or financial condition that is set forth in clauses (i) the Company Disclosure Schedule or (ii) of such section)an exhibit thereto, (iiC) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or by this Agreement, (iiiD) changes in applicable Law, GAAP or accounting standards. No Acquired Company is , (E) changes in violation of any the market price or trading volume of the provisions Company Common Stock, (F) changes in any analyst’s recommendations, any financial strength rating or any other recommendations or ratings as to the Company or its Subsidiaries (including, in and of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversionitself, its respective LLC agreementany failure to meet analyst projections), except as would not have a Business Material Adverse Effect. All (G) the outstanding shares failure, in and of capital stock ofitself, of the Company to meet any expected or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned projected financial or operating performance target publicly announced or provided directly or indirectly to Parent prior to the date of this Agreement, as well as any change, in and of itself, by Knight Ridder the Company in any expected or projected financial or operating performance target as compared with any target publicly announced or provided directly or indirectly to Parent prior to the date of this Agreement or (H) acts of God, calamities, national or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined)international political or social conditions, including the engagement by any restriction on country in hostilities, whether commenced before or after the right date hereof, and whether or not pursuant to votethe declaration of a national emergency or war, sell or otherwise dispose the occurrence of such capital stock any military or other ownership interests, except for restrictions imposed by applicable securities lawsterrorist attack.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, reasonably be expected to have a Business Company Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Company Material Adverse Effect” means such factsany fact, circumstancescircumstance, events event, change, effect, development or changes that areoccurrence that, either individually or in the aggregate (i) materially hinders, impairs or delays the ability of the Company to perform its obligations under this Agreement and consummate the Merger and the other transactions contemplated hereby, or would reasonably be expected to become, (ii) is materially adverse to the business, financial condition or continuing results of operations of the Business Company and its Subsidiaries, taken as a whole whole, but shall not include facts, circumstances, events events, changes, effects, developments or changes occurrences (aA) generally affecting the newspaper industry turf, lawn care or garden products industries in the United States States, including as a result of weather or seasonality, or the economy (which fact, circumstance, event, change, effect, development or occurrence in each case does not disproportionately affect the Company and its Subsidiaries, taken as a whole) or generally affecting the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) markets; or (bB) resulting from (iI) any acts of terrorism or war (whether or not declared) or any escalation or worsening thereof (other than to the extent any of the foregoing causes any damage or destruction to or renders unusable any facility or property of, or materially impacts employees’ ability to perform their job duties for, the Company or any of its Subsidiaries); (II) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby hereby, including any loss of customers, suppliers or hereby or employees resulting from such announcement; (iiiIII) changes in applicable Law, GAAP accounting principles generally accepted in the United States (“GAAP”) or accounting standards; (IV) changes, in and of itself, in the market price or trading volume of the Common Shares (it being understood that the facts, circumstances, events, changes, effects, developments or occurrences giving rise or contributing to any such changes may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect); or (V) the failure, in and of itself, by the Company to meet any expected or projected financial or operating performance target, whether internal or published for any period ending on or after the date of this Agreement (it being understood that the facts, circumstances, events, changes, effects, developments or occurrences giving rise or contributing to such failure may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect). No Acquired The Company has made available to Parent prior to the date of this Agreement a true and complete copy of the Company’s Amended Articles of Incorporation and Amended Code of Regulations, each as amended through the date of this Agreement (such articles of incorporation, the “Company Articles” and such code of regulations, the “Company Regulations”) and true and complete copies of the organizational or governing documents of each Subsidiary of the Company. The Company is not in violation of any of the provisions of the Company Articles or the Company Regulations, and no Subsidiary of the Company is in violation of any of the provisions of its respective articles organizational or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement), except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities lawsgoverning documents.

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Company Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Company Material Adverse Effect” means such facts, circumstances, events or changes that are, or would reasonably be expected to become, materially adverse to the business, financial condition or continuing operations of the Business Company and its Subsidiaries, taken as a whole whole, but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or therebyhereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreementhereinafter defined) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c3.3(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP (as hereinafter defined) or accounting standards. No Acquired The Company has made available to Parent prior to the date of this Agreement a true and complete copy of the Company’s amended and restated articles of incorporation and by-laws, each as amended through the date hereof. The Company is not in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following and each Subsidiary of the applicable LLC Conversion, Company is not in violation of its respective LLC agreement)charter documents, except as would not have a Business Company Material Adverse Effect. Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2005 includes all the Subsidiaries of the Company which are Significant Subsidiaries. All the outstanding shares of capital stock of, or other equity interests in in, each such Significant Subsidiary of the Acquired Companies Company have been validly issued and are fully paid and non-assessablenonassessable and are, except as set forth in such Exhibit 21, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller)Company, free and clear of all Liens (as hereinafter defined), other than Company Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws. As used here, “Significant Subsidiary” shall mean a significant subsidiary of an entity as determined under Rule 1-02 of Regulation S-X of the SEC (as hereinafter defined).

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Company and its Subsidiaries is a legal entity duly organized, validly existing and and, except as set forth in Section 3.1(a) of the Company Disclosure Schedule, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or standing as a foreign corporation would not reasonably be expected to have such power or authority, would not have, individually or in the aggregate, a Business Company Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Company Material Adverse Effect” means any fact, circumstance, event, change, effect, development or occurrence that, either individually or in the aggregate (i) materially hinders, impairs or delays the ability of the Company to perform its obligations under this Agreement and consummate the Merger and the other transactions contemplated hereby, (ii) materially hinders, impairs or delays the ability of the Company and its Subsidiaries to conduct their businesses after the Closing in substantially the same manner as such businesses were conducted prior to the Closing, but for purposes of this clause (ii) shall not include facts, circumstances, events events, changes, effects, developments or changes that areoccurrences directly resulting from the anticipated continued decline in the Company’s revenues from its bank customers, as disclosed in the Company SEC Documents filed prior to the date hereof and in the draft Form 10-K attached to Section 3.1(a)(ii) of the Company Disclosure Schedule (the “Draft 10-K”), or would reasonably be expected to become, (iii) is materially adverse to the business, financial condition or continuing results of operations of the Business Company and its Subsidiaries, taken as a whole but whole, but, for purposes of this clause (iii), shall not include facts, circumstances, events events, changes, effects, developments or changes occurrences (aA) generally affecting the newspaper industry United States economy (which facts, circumstances, events, changes, effects, developments or occurrences, individually or in the United States aggregate, do not disproportionately affect the Company and its Subsidiaries, taken as a whole) or the economy or generally affecting the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) markets; or (bB) directly resulting from (iI) any acts of terrorism or war (whether or not declared) or any escalation or worsening thereof (which facts, circumstances, events, changes, effects, developments or occurrences, individually or in the aggregate, do not disproportionately affect the Company and its Subsidiaries, taken as a whole); (II) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby hereby, including any loss of customers, suppliers or hereby or employees resulting from such announcement; (iiiIII) changes in applicable Lawaccounting principles generally accepted in the United States (“GAAP”); (IV) change, GAAP in and of itself, in the market price or accounting standardstrading volume of the Common Shares (it being understood that the facts, circumstances, events, changes, effects, developments or occurrences giving rise or contributing to any such changes may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect); or (V) the anticipated continued decline in the Company’s revenues from its bank customers, as disclosed in the Company SEC Documents filed prior to the date hereof and in the Draft 10-K. The Company has made available to Merger Sub prior to the date of this Agreement a true and complete copy of the Company’s Amended Articles of Incorporation and Amended Code of Regulations, each as amended through the date of this Agreement (such articles of incorporation, the “Company Articles” and such code of regulations, the "Company Regulations”) and true and complete copies of the organizational or governing documents of each Subsidiary of the Company. No Acquired The Company is not in violation of any of the provisions of the Company Articles or the Company Regulations, and no Subsidiary of the Company is in violation of any of the provisions of its respective articles organizational or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement), except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities lawsgoverning documents.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, except where the failure to have such governmental approvals, would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualificationit to be so qualified, licensed or in good standing, except for such jurisdictions where the failure to be so organizedqualified, validly existing, qualified licensed or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Company Material Adverse Effect. . (b) As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Company Material Adverse Effect” means such facts, circumstances, developments, events or changes that are, result in any change or effect that is or would reasonably be expected to become, be materially adverse to the business, properties, assets, liabilities (contingent or otherwise), condition (financial condition or continuing otherwise) or results of operations of the Business Company and its Subsidiaries, taken as a whole whole, but shall not include (a) facts, circumstances, events or changes (a) generally affecting the newspaper industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) changes in United States or global economic or political conditions or the securities, credit or financial markets in general, (ii) general changes or developments in the industries in which the Company and its Subsidiaries operate, including general changes in Law or regulation (except for changes in Law or regulation that relate to Hydroquinone or sales of the Company Products over the Internet), (iii) the announcement of this Agreement or the existence pendency or consummation of the Merger, (iv) the identity of Parent or any of its Affiliates as the acquiror of the Company, (v) compliance with the terms of, or compliance withthe taking of any action specifically required by, this Agreement or consented to in writing by Parent, (vi) any acts of terrorism or war (other than any of the Merger Agreement foregoing that causes any damage or destruction to or renders unusable any material facility or material property of the Company or any of its Subsidiaries) or (vii) changes in generally accepted accounting principles or the transactions contemplated hereby or therebyinterpretation thereof; except, including in the effect case of the announcement offoregoing clauses (i), (ii) and (vii), to the extent such changes or developments referred to therein have a materially disproportionate impact on the existence Company and its Subsidiaries, taken as a whole, relative to other companies in the industries and in the geographic markets in which the Company conducts its businesses after taking into account the size of the plan Company relative to make, the Proposed Divestitures such other companies or (as defined b) any decline in the Merger Agreement) stock price of the Company Common Stock on the Nasdaq Global Market or any other market on which such securities are listed for purchase or sale or any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) underlying causes of such decline or failure may, to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result applicable, be considered in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of determining whether there is a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement), except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Company and its Subsidiaries is a legal entity duly organized, validly existing and and, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, reasonably be expected to have a Business Company Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Company Material Adverse Effect” means such factsany fact, circumstancescircumstance, events event, change, effect, development or changes that areoccurrence that, either individually or would in the aggregate is or could reasonably be expected to becomebe, materially adverse to the business, financial condition or continuing results of operations of the Business Company and its Subsidiaries, taken as a whole whole, but shall not include the effect of any facts, circumstances, events events, changes, effects, developments or changes occurrences (aA) generally affecting the newspaper industry in the United States or the economy or the financial or securities markets in or generally affecting the United States or elsewhere in the worldhealthcare industry, including regulatory general changes to Laws across the industry (but only to the extent such fact, circumstance, event, change, effect, development or occurrence in each case does not materially and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) disproportionately adversely affect the Company and its Subsidiaries, taken as a whole); or (bB) resulting from (iI) any acts of terrorism or war (whether or not declared) or any escalation or worsening thereof (other than to the extent any of the foregoing materially impacts the surgical assistant employees’ ability to perform their job duties for, the Company or any of its Subsidiaries); (II) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or hereby; (iiiIII) changes in applicable Law, GAAP accounting principles generally accepted in the United States (“GAAP”) or accounting standards; (IV) change, in and of itself, in the market price or trading volume of the Common Shares (it being understood that the facts, circumstances, events, changes, effects, developments or occurrences giving rise or contributing to any such changes may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect); (V) any matter of which Parent or Merger Sub has Knowledge on the date hereof; or (VI) the failure, in and of itself, by the Company to meet any expected or projected financial or operating performance target, whether internal or published for any period ending on or after the date of this Agreement (it being understood that the facts, circumstances, events, changes, effects, developments or occurrences giving rise or contributing to such failure may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect). No Acquired Notwithstanding the generality of the foregoing, each of the following shall constitute a “Company Material Adverse Effect”: (I) the resignation, firing or other termination of the employment of either of the Key Employees, (II) the failure of the Company’s EBITDA for the twelve (12) month period ending on the last day of the last full month prior to Closing to exceed $7.1 million; or (III) any fact, circumstance, change, effect, event or occurrence, excluding a Force Majeure Event, that, individually or in the aggregate, has had, or would reasonably be expected to have or result in a reduction in the aggregate annualized EBITDA of the Company and its Subsidiaries, taken as a whole, in excess of $2.0 million during the twelve month period following the Closing. The Company has made available to Merger Sub prior to the date of this Agreement a true and complete copy of the Company’s Amended Certificate of Incorporation and Amended Bylaws, each as amended through the date of this Agreement (such certificate of incorporation, the “Company Certificate” and such bylaws, the “Company Bylaws”) and true and complete copies of the organizational or governing documents of each Subsidiary of the Company. The Company is not in violation of any of the provisions of the Company Certificate or the Company Bylaws, and no Subsidiary of the Company is in violation of any of the provisions of its respective articles organizational or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement), except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities lawsgoverning documents.

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Material Adverse Effect” means such facts, circumstances, events or changes that are, or would reasonably be expected to becomebe, materially adverse to the business, financial condition or continuing operations of the Business taken as a whole but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper industry industries in which the United States Acquired Companies operate or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation violation, in any material respect, of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement), except as would not have a Business Material Adverse Effectsimilar organizational documents. All of the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined)Liens, other than Permitted Liens (as hereinafter defined)restrictions imposed under securities laws, including and are not subject to any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies Parent and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Parent Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Parent Material Adverse Effect” means such facts, circumstances, events or changes that are, or would reasonably be expected to become, materially adverse to the business, financial condition or continuing operations of the Business Parent and its Subsidiaries, taken as a whole whole, but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper industry in the United States or the economy or economy, the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or therebyhereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c4.3(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Parent has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and by-laws of Parent, each as amended through the date hereof. Parent is not in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversion, and each Subsidiary of Parent is not in violation of its respective LLC agreement)charter documents, except as would not have a Business Parent Material Adverse Effect. Exhibit 21 to Parent’s Annual Report on Form 10-K for the fiscal year ended December 25, 2005 includes all the Subsidiaries of the Company which are Significant Subsidiaries. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies in, each such Significant Subsidiary of Parent have been validly issued and are fully paid and non-assessablenonassessable and are, except as set forth in such Exhibit 21, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller)Parent, free and clear of all Liens (as hereinafter defined), other than Parent Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies Parent and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Parent Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Material Adverse Effect” "PARENT MATERIAL ADVERSE EFFECT" means such facts, circumstances, events or changes that are, or would reasonably be expected to become, materially adverse to the business, financial condition or continuing operations of the Business Parent and its Subsidiaries, taken as a whole whole, but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper industry in the United States or the economy or economy, the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or therebyhereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (providedPROVIDED, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c4.3(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Parent has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and by-laws of Parent, each as amended through the date hereof. Parent is not in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversion, and each Subsidiary of Parent is not in violation of its respective LLC agreement)charter documents, except as would not have a Business Parent Material Adverse Effect. Exhibit 21 to Parent's Annual Report on Form 10-K for the fiscal year ended December 25, 2005 includes all the Subsidiaries of the Company which are Significant Subsidiaries. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies in, each such Significant Subsidiary of Parent have been validly issued and are fully paid and non-assessablenonassessable and are, except as set forth in such Exhibit 21, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller)Parent, free and clear of all Liens (as hereinafter defined), other than Parent Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Material Adverse Effect” means such facts, circumstances, events or changes that are, or would reasonably be expected to becomebe, materially adverse to the business, financial condition condition, assets or continuing operations of the Business taken as a whole but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the worldworld (other than such facts, circumstances, events or changes that disproportionately affect the Business in a material respect), including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism), (b) that are set forth on Section 3.1 of the Seller Disclosure Schedules, or (bc) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, provided that the exception in this clause (b)(ic)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), ) or (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement)similar organizational documents, except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined)Liens, other than Permitted Liens (as hereinafter defined)restrictions imposed under securities laws, including and are not subject to any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies Company and its Subsidiaries is (a) a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (b) is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of clause (b) where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, standing would not have, individually or in the aggregate, a Business Company Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Company Material Adverse Effect” means such any facts, circumstances, events or changes that (A) are, or would could reasonably be expected to becomebe, materially adverse to the business, assets, liabilities, condition (financial condition or continuing operations otherwise) or results of operation of the Business Company and its Subsidiaries, taken as a whole but whole, or (B) materially impair the ability of the Company to consummate, or prevent, the Merger or would reasonably be expected to do so; provided, however, that in no event shall not include any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Company Material Adverse Effect: (a) facts, circumstances, events or changes (a) generally affecting the newspaper home building industry or home furnishings retail industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or changes in interest rates; (b) hurricanes or floods; (c) facts, circumstances, events or changes resulting from (ix) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution pendency of this Agreement or the consummation announcement of the transactions contemplated hereby would result in Merger or any of the consequences set forth in clauses (i) other transactions contemplated by this Agreement, or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iiiy) changes in applicable Law, GAAP or accounting standardsstandards (provided that such changes are first announced after the date hereof); (d) changes in the market price or trading volume of the Company Common Stock; (e) changes in any analyst’s recommendations, any financial strength rating or any other recommendations or ratings as to the Company or its Subsidiaries (including, in and of itself, any failure to meet analyst projections); or (f) failure by the Company to meet any projections, estimates or budgets for any period prior to, on or after the date of this Agreement (including projections relating to the fourth quarter of 2007); provided, further, that (I) any change, effect, development, event or occurrence described in the foregoing clauses (a) and (c)(y) above shall not constitute or give rise to a Company Material Adverse Effect only if and to the extent that such change, effect, development, event or occurrence does not have a disproportionate effect on the Company and its Subsidiaries as compared to other persons in the home building industry or home furnishings retail industry and (II) the facts, circumstances or events underlying the change or failure in each of clauses (d), (e) and (f) shall not be excluded to the extent such facts, circumstances or events would otherwise constitute a Company Material Adverse Effect. No Acquired The Company has made available to Parent prior to the date of this Agreement a true and complete copy of the Company’s second amended and restated certificate of incorporation and bylaws, and the certificate of incorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries, in each case as amended through the date of this Agreement. Such certificates of incorporation, bylaws or similar organizational documents are in full force and effect. Neither the Company, nor any Subsidiary is in violation of any of the provisions of its respective articles or certificate of incorporation or bylaws or similar organizational documents. As of the date hereof, the Company has made available to Parent true and by-laws complete copies of the minutes (or following or, in the applicable LLC Conversioncase of draft minutes, its respective LLC agreementthe most recent drafts thereof as of the date of this Agreement), except in each case to the extent prepared as would not have a Business Material Adverse Effect. All of the outstanding shares date of capital stock ofthis Agreement, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined)meetings of the Company’s stockholders, other than Permitted Liens (as hereinafter defined)the Board of Directors and each committee of the Board of Directors held since January 1, including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws2005.

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Material Adverse Effect” means such facts, circumstances, events or changes that are, or would reasonably be expected to become, materially adverse to the business, financial condition or continuing operations of the Business taken as a whole but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, provided that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement), except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined)Liens, other than Permitted Liens (as hereinafter defined)Liens, including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Material Adverse Effect” means such facts, circumstances, events or changes that are, or would reasonably be expected to becomebe, materially adverse to the business, condition (financial condition or otherwise) or continuing operations of the Business taken as a whole but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) ), except to the extent such facts, circumstances, events or changes disproportionately affect the Business or (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, provided that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), ) or (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (laws, certificate of formation and limited liability company agreements or following the applicable LLC Conversion, its respective LLC agreement)similar organizational documents, except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined)Liens, other than Permitted Liens (as hereinafter defined)restrictions imposed under securities laws, including and are not subject to any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. Each of the Acquired Companies Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Company Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Material Adverse Effect” "COMPANY MATERIAL ADVERSE EFFECT" means such facts, circumstances, events or changes that are, or would reasonably be expected to become, materially adverse to the business, financial condition or continuing operations of the Business Company and its Subsidiaries, taken as a whole whole, but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or therebyhereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreementhereinafter defined) (providedPROVIDED, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c3.3(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP (as hereinafter defined) or accounting standards. No Acquired The Company has made available to Parent prior to the date of this Agreement a true and complete copy of the Company's amended and restated articles of incorporation and by-laws, each as amended through the date hereof. The Company is not in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following and each Subsidiary of the applicable LLC Conversion, Company is not in violation of its respective LLC agreement)charter documents, except as would not have a Business Company Material Adverse Effect. Exhibit 21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 25, 2005 includes all the Subsidiaries of the Company which are Significant Subsidiaries. All the outstanding shares of capital stock of, or other equity interests in in, each such Significant Subsidiary of the Acquired Companies Company have been validly issued and are fully paid and non-assessablenonassessable and are, except as set forth in such Exhibit 21, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller)Company, free and clear of all Liens (as hereinafter defined), other than Company Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws. As used here, "SIGNIFICANT SUBSIDIARY" shall mean a significant subsidiary of an entity as determined under Rule 1-02 of Regulation S-X of the SEC (as hereinafter defined).

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Parent and Merger Sub is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, is not having or would not reasonably be expected to have, individually or in the aggregate, a Business Parent Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Parent Material Adverse Effect” means such an event, change, effect, development, state of facts, circumstancescondition, events circumstance or changes occurrence that are, or would reasonably be expected to become, is materially adverse to the business, financial condition or continuing results of operations of the Business Parent and its Subsidiaries, taken as a whole whole, but shall not be deemed to include any event, change, effect, development, state of facts, circumstancescondition, events circumstance or occurrence: (i) in or affecting economic conditions generally (including changes (ain interest rates) generally affecting the newspaper industry in the United States or the economy or the financial financial, mortgage or securities markets in the United States or elsewhere in the world, including regulatory and political conditions (ii) in or developments (including affecting the industries in which Parent or its Subsidiaries operate generally or in any outbreak specific jurisdiction or escalation of hostilities or acts of war or terrorism) geographical area or (biii) resulting from or arising out of (iA) the announcement or the existence of, or compliance with, or taking any action required or permitted by this Agreement or the Merger Agreement or the transactions contemplated hereby or therebyhereby, including (B) any taking of any action at the effect written request of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section)Company, (iiC) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby hereby, (D) any adoption, implementation, promulgation, repeal, modification, reinterpretation or hereby proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, (iiiE) any changes in applicable Law, GAAP or accounting standards. No Acquired Company is standards or interpretations thereof, (F) any weather-related or other force majeure event or outbreak or escalation of hostilities or acts of war or terrorism, except to the extent that Parent and its Subsidiaries are adversely affected in violation of a disproportionate manner relative to other participants in the industries in which Parent and its Subsidiaries operate or (G) any changes in the share price or trading volume of the provisions Parent Common Stock, in Parent’s credit rating or in any analyst’s recommendations, or the failure of its respective Parent to meet projections or forecasts (including any analyst’s projections) (provided that the event, change, effect, development, condition or occurrence underlying such change shall not be excluded to the extent such event, change, effect, development, condition or occurrence would otherwise constitute a Parent Material Adverse Effect). (b) Parent has made available to the Company prior to the date of this Agreement a true and complete copy of the articles or certificate of incorporation and by-laws of Parent and Merger Sub, each as amended through the date hereof (or following collectively, the applicable LLC Conversion, its respective LLC agreement“Parent Organizational Documents”), except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not havenot, individually or in the aggregate, have a Business Company Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Company Material Adverse Effect” means such any fact, event, development, condition, matter, state of facts, circumstancescircumstance, events change, occurrence or changes effect that are(a) would, or would reasonably be expected to, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby; or (b) has, or would reasonably be expected to becomehave, materially individually or in the aggregate, a material adverse to effect on the business, financial condition condition, properties, assets or continuing results of operations of the Business Company and its Subsidiaries, taken as a whole whole, but shall not include any fact, event, development, condition, matter, state of facts, circumstancescircumstance, events change, occurrence or changes (a) generally affecting the newspaper industry in the United States effect relating to or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) the announcement changes in general economic or political conditions or the existence ofsecurities, credit or compliance withfinancial markets, this Agreement (ii) any decline in the market price or trading volume of the Merger Agreement Common Stock, (iii) general changes or developments after the transactions contemplated hereby or therebydate hereof in the industries in which the Company and its Subsidiaries operate, including general changes in Law or regulation across such industries in which the effect of the announcement ofCompany and its Subsidiaries operate, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreementiv) (provided, that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution and delivery of this Agreement or the consummation public announcement or pendency of the Merger or other transactions contemplated hereby would result in hereby, including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, customers, suppliers or partners, (v) the consequences identity of Parent or any of its Affiliates as the acquiror of the Company, (vi) compliance with the terms of, or the taking of any action required by, this Agreement or consented to in writing by Parent, (vii) any acts of terrorism or war, (viii) any hurricane, tornado, flood, earthquake, natural disasters, acts of God or other comparable events, (ix) changes in generally accepted accounting principles or the interpretation thereof after the date hereof or (x) any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period; provided, that (1) any fact, event, development, condition, matter, state of facts, circumstance, change, occurrence or effect set forth in the foregoing clauses (i) or (ii) of such sectionb)(i), (iib)(iii), (b)(vii), (b)(viii) any litigation arising from allegations of and (b)(ix) may be taken into account in determining whether there has been or is a breach of fiduciary duty or other violation of applicable Law relating Company Material Adverse Effect to the Merger Agreement extent (and only to the extent) such fact, event, development, condition, matter, state of facts, circumstance, change, occurrence or this Agreement effect has a disproportionate adverse effect on the business, financial condition, properties, assets or results of operations of the transactions contemplated thereby or hereby or Company and its Subsidiaries, taken as a whole, in relation to others in the industries in which the Company and its Subsidiaries operate and (iii2) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation the underlying cause of any failure referred to in the foregoing clause (b)(x) may be taken into account in determining whether there has been or is a Company Material Adverse Effect. The Company has made available to Parent true, complete and correct copies of the provisions of its respective articles or certificate of incorporation and by-laws (or following similar organizational documents) of the applicable LLC Conversion, Company and each of its respective LLC agreement), except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities lawsSubsidiaries.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Parent, Merger Sub and their respective Subsidiaries is a legal entity duly organizedorganized or formed, validly existing and in good standing under the Laws of its respective jurisdiction of organization or formation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, except where the failure to have such power or authority would not have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub and their respective Subsidiaries is qualified to do business and is in good standing as a foreign corporation entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, standing would not have, individually or in the aggregate, a Business Parent Material Adverse Effect. . (b) As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Parent Material Adverse Effect” means such factsan event, circumstanceschange, events effect, development or changes occurrence that arehas had, or would is reasonably be expected likely to becomehave, materially a material adverse to effect on the business, financial condition or continuing results of operations of the Business Parent and its Subsidiaries, taken as a whole but shall not include factswhole, circumstancesother than any event, events change, effect, development or changes occurrence: (ai) disclosed in the Parent SEC Documents filed or furnished prior to the date of this Agreement (excluding any disclosure set forth in any risk factor section, or in any section relating to forward-looking statements) or as disclosed in the Parent Disclosure Schedule, (ii) in or generally affecting the newspaper industry in the United States or the economy or economy, the financial or securities markets markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, including regulatory so long as such event, change, effect, development or occurrence does not disproportionately affect Parent and political conditions its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Parent and its Subsidiaries operate, or (iii) resulting from or arising out of (A) any changes or developments in the industries in which Parent or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas or other commodities or for Parent’s raw material inputs and end products, (C) the announcement or the existence of, compliance with or performance under, this Agreement or the transactions contemplated hereby (including the impact thereof on the relationships, contractual or otherwise, of Parent or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Merger or any of the other transactions contemplated by this Agreement), (D) any taking of any action at the request of the Company, (E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, or market administrator, (F) any changes in GAAP or accounting standards or interpretations thereof, (G) earthquakes, any weather-related or other force majeure event or natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (H) any failure by Parent to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided, provided that the exception in this clause (b)(iH) shall not apply prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, a Parent Material Adverse Effect so long as it is not otherwise excluded by this definition) or (I) any changes in the share price or trading volume of the Common Units or in the credit rating of Parent or any of its Subsidiaries (provided that the exception in this clause (I) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such change has resulted in, or contributed to, a Parent Material Adverse Effect so long as it is not otherwise excluded by this definition); except, in each case with respect to the representations subclauses (A)-(B) and warranties contained in Section 4.2(c(E)-(G) of this clause (iii), to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section)disproportionately affecting Parent and its Subsidiaries, (ii) any litigation arising from allegations of taken as a breach of fiduciary duty or whole, relative to other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement), except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests similarly situated companies in the Acquired Companies have been validly issued industries in which Parent and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities lawsits Subsidiaries operate.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Acquired Companies Company and its Subsidiaries (as defined in Section 8.12(a)) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently currently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, has not had and would not havenot, individually or in the aggregate, reasonably be expected to have a Business Company Material Adverse EffectEffect (as defined below). (b) The Company has made available to Parent prior to the date of this Agreement true and complete copies of the Company’s certificate of incorporation and bylaws and the equivalent organizational documents of each Subsidiary, each as amended through the date hereof. Such certificate of incorporation and bylaws and the equivalent organizational documents of each Subsidiary are in full force and effect and neither the Company nor any Subsidiary is in violation of any provision of the Company’s certificate of incorporation and bylaws or equivalent organizational documents. (c) As used in this Agreement, any reference to any state of facts, circumstances, events event or changes change having a “Business Company Material Adverse Effect” means such state of facts, circumstances, events event or changes change that are, has had or would reasonably be expected to becomehave a material adverse effect on (i) the assets, materially adverse to the liabilities, business, operations, financial condition or continuing results of operations of the Business Company and its Subsidiaries, taken as a whole or (ii) the ability of the Company to consummate the Merger, but shall not include (a) facts, circumstances, events or changes (ai) generally affecting the newspaper specialty pharmaceutical industry or the segments thereof in which the Company and its Subsidiaries operate (including changes to commodity prices) in the United States People’s Republic of China (the “PRC”) or elsewhere, (ii) generally affecting the economy or the financial financial, debt, credit or securities markets markets, in the United States States, the PRC or elsewhere in the worldelsewhere, including regulatory and (iii) resulting from any political conditions or developments in general, (including iv) resulting from any outbreak or escalation of hostilities hostilities, declared or undeclared acts of war or terrorismterrorism (other than any of the foregoing to the extent that it causes any direct damage or destruction to or renders physically unusable or inaccessible any material facility or property of the Company or any of its Subsidiaries), (v) reflecting or resulting from changes or proposed changes in Law (including rules and regulations) or interpretation thereof or GAAP (as defined in Section 3.4(b)) (or interpretations thereof), or (vi) resulting from actions of the Company or any of its Subsidiaries which Parent has expressly requested in writing or to which Parent has expressly consented in writing; provided that clauses (a)(i) through (a)(v) may be taken into account if they disproportionately affect the Company relative to other industry participants; or (b) any decline in the stock price of the Company Common Stock on the NASDAQ – Global Market or any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such decline or failure may, to the extent applicable, be considered in determining whether there is a Company Material Adverse Effect), or (c) any facts, circumstances, events or changes resulting from (i) the announcement or the existence of, or compliance (other than the obligation of the Company to comply with its obligations to operate in the ordinary course of business) with, this Agreement or the Merger Agreement or and the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (hereby; provided, however, that the exception in this clause (b)(ic) shall not apply to diminish the effect of, and shall be disregarded for purposes of, the representations and warranties contained relating to required consents, approvals, change in Section 4.2(c) to control provisions or similar rights of acceleration, termination, modification or waiver based upon the extent that the execution entering into of this Agreement or and the consummation of the transactions contemplated hereby would result in Merger. For purposes of clarification, any actions required by any person to comply with Section 5.6 (and the impact thereof) shall be excluded from the determination of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws (or following the applicable LLC Conversion, its respective LLC agreement), except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens (as hereinafter defined), other than Permitted Liens (as hereinafter defined), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.