Common use of Sub Clause in Contracts

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. Sub was incorporated solely for the purpose of consummating the Transactions. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not not, directly or through a Subsidiary, carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. Sub was incorporated solely for the purpose of consummating the transactions contemplated hereby. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, no par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any engaged in no business or conducted any operations other than activities unrelated to this Agreement and the execution transactions contemplated hereby. Sub was incorporated for the purpose of this Agreement, engaging in the performance of its obligations hereunder and thereunder and matters ancillary theretotransactions contemplated hereby. (b) The authorized capital stock of Sub consists of 1000 25,000 shares of common stock, no par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any LienLiens.

Sub. (a) Since the date of its incorporation, Sub has ---- not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 1.00 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary theretothereto (including, matters ancillary to the Existing Offer prior to the date of this Agreement). (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 1.00 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has ---- not carried on any business or conducted any operations other than the execution of this Agreementthe Transaction Agreements to which it is a party, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than in connection with the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. Sub was incorporated solely for the purpose of consummating the Merger. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 0.001 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 3,000 shares of common stock, par value $0.01 per share. At the close of business on May 2, 2005, 100 shares of Sub common stock were outstanding, all of which have been validly issued, are fully paid and nonassessable nonassessable, and are owned directly by Parent FME free and clear of any LienLiens.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 per share, all 100 of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 300 shares of common stock, par value $0.01 .01 per share, all 300 of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. Sub was incorporated solely for the purpose of consummating the Recapitalization Transactions. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 10,000 shares of common stock, par value $0.01 per share, all 100 of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized All of the issued and outstanding shares of capital stock of Sub consists of 1000 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent or by one or more other Parent Subsidiaries, free and clear of any Lienall Liens. SECTION 4.03.

Sub. (a) Since the date of its incorporation, --- Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 10,000 shares of common stock, par value $0.01 per share, all 100 of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. Sub was incorporated solely for the purpose of consummating the Merger and the transactions contemplated thereby. (b) The authorized capital stock of Sub consists of 1000 100 shares of common stock, stock par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (ba) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreementthe Transaction Agreements, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, Agreement and the performance of its obligations hereunder and thereunder and matters ancillary theretohereunder. Sub was incorporated solely for the consummation of the transactions contemplated hereby. (b) The authorized capital stock of Sub consists of 1000 100 shares of common stock, no par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any LienLiens.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. Sub was incorporated solely for the purpose of consummating the Transactions. (b) The authorized capital stock of Sub consists of 1000 3,000 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 30,000 shares of common stock, par value $0.01 1.00 per share, all 1,000 of which have been validly issued, are fully paid and 33 29 nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 1500 shares of common stock, without par value $0.01 per sharevalue, all of which have been duly authorized, validly issued, are fully paid and nonassessable and are indirectly owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 0.001 per share, all of which 100 shares have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreementthe Transaction Agreements to which it is a party, the performance of its obligations hereunder and thereunder and matters ancillary thereto. Sub was incorporated solely for the consummation of the Transactions. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent Conopco free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreementthe Transaction Agreements to which it is a party, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 1.00 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The As of the date of this Agreement, the authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 per share, all 1,000 of which have been validly issued, are fully paid and paid, nonassessable and are owned directly by Parent free and clear of any LienLiens.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations ---- other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. (b) The authorized capital stock of Sub consists of 1000 1,000 shares of common stock, par value $0.01 0.001 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.

Sub. (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto. Sub was incorporated solely for the purpose of consummating the Transactions. (b) The authorized capital stock of Sub consists of 1000 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien.