Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of the Subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failures to have such power or authority, or the failures to be so qualified, licensed or in good standing, individually, and in the aggregate, would not have a Material Adverse Effect on the Company (as defined below). The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation (other than a Subsidiary), partnership, joint venture or other business association or entity. The term "Material Adverse Effect on the Company" means any change in, or effect on, the business, results of operations, assets, condition (financial or otherwise) or prospects of the Company or any of the Subsidiaries that is or could reasonably be expected to be materially adverse to the Company and the Subsidiaries taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Company Company, is a corporation duly organized, validly existing and in good standing under the laws of the State of New JerseyDelaware and has the requisite corporate or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries"each a “Company Subsidiary”) is a corporation corporation, company, or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation or organization, and each of the Subsidiaries has the requisite corporate or other organizational power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except as would not individually or in the aggregate be reasonably expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failures to have for such power or authority, or the failures to be so qualified, qualified or licensed and in good standing that would not individually or in good standing, individually, and in the aggregate, would not aggregate be reasonably expected to have a Company Material Adverse Effect on Effect. (b) A true and complete list of all the Company (as defined below)Subsidiaries, together with the jurisdiction of incorporation of each Company Subsidiary and the percentage of the equity interest of each Company Subsidiary owned by the Company and each other Company Subsidiary, is set forth in Section 4.01(b) of the Company Disclosure Schedule. The Other than with respect to any Company Subsidiary, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation (other than a Subsidiary)corporation, partnership, joint venture or other business association or other entity. The term "Material Adverse Effect on the Company" means any change in, or effect on, the business, results of operations, assets, condition (financial or otherwise) or prospects of the Company or any of the Subsidiaries that is or could reasonably be expected to be materially adverse to the Company and the Subsidiaries taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Company and each Company Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the laws of the State of New Jersey. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or organization. The Company and each of the Subsidiaries Company Subsidiary has the requisite corporate or other legal entity, as the case may be, power and authority to own, lease and operate or lease its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, business and is in good standing, standing in each jurisdiction in which where the nature ownership, leasing or operation of its properties or assets or the conduct of its business or the properties owned, operated or leased by it makes requires such qualification, licensing or good standing necessary, except where the failures to have such power or authority, or the failures failure to be so qualified, licensed qualified or in good standingstanding would not, individually, and individually or in the aggregate, would not have a Material Adverse Effect on the Company (as defined below). The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation (other than a Subsidiary), partnership, joint venture or other business association or entity. The term "Material Adverse Effect on the Company" means any change in, or effect on, the business, results of operations, assets, condition (financial or otherwise) or prospects of the Company or any of the Subsidiaries that is or could reasonably be expected to be materially adverse have a Company Material Adverse Effect. (b) The Company has made available to Parent true and complete copies of (i) the Certificate of Incorporation, as amended, of the Company (the “Company Charter”) (ii) the Bylaws, as amended, of the Company (the “Company By-laws”) and the Subsidiaries taken as a wholeequivalent governing documents of each Company Subsidiary (the “Subsidiary Organizational Documents”). Each of the Company Charter and the Company By-laws is in full force and effect, and the Company is not in violation of any of the provisions of such documents.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") and each of its Significant Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of the Subsidiaries has the requisite corporate power and authority and any necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conductedconducted except where the failure to be in good standing or to have such power and authority would not, individually or in the aggregate, have a Material Adverse Effect. Each of the Company and each of its Significant Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction in which where the character of its properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it activities makes such qualification, qualification or licensing or good standing necessary, except where the failures to have for such power or authority, or the failures to be so qualified, duly qualified or licensed or and in good standingstanding which would not, individually, and individually or in the aggregate, would not have a Material Adverse Effect on or prevent or materially delay the Company consummation of any of the Offer, the Merger, the Equity Contribution, the Debt Offer, the Financing or the other transactions contemplated hereby (as defined belowcollectively, the "Transactions"). The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation (other than a Subsidiary), partnership, joint venture or other business association or entity. The term "Material Adverse Effect on the Company" means any change in, or effect on, the business, results of operations, assets, condition (financial or otherwise) or prospects of When used in connection with the Company or any of its subsidiaries, the Subsidiaries that term "Material Adverse Effect" means any change or effect that, either individually or in the aggregate with all other changes or effects, is or could reasonably be expected to be materially adverse to the business, operations, assets, liabilities, properties, financial condition, or results of operations of the Company and the Subsidiaries its subsidiaries taken as a whole.

Organization and Qualification; Subsidiaries. The Company and each Company Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of the Subsidiaries incorporation or organization, has the all requisite corporate or limited liability company (as applicable) power and corporate or limited liability company (as applicable) authority to own, lease and operate or lease its properties and assets and to carry on its business in all material respects as it is now being conducted, other than, in each case, where such failure would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Company and each Company Subsidiary is duly licensed or qualified or licensed to do business, business and is in good standing, standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, lease or operation of its properties owned, operated or leased by it and assets makes such qualification, licensing or good standing qualification necessary, except other than where the failures to have such power or authority, or the failures failure to be so qualified, duly licensed or qualified or to be in good standingstanding would not reasonably be expected to have, individually, and either individually or in the aggregate, would not have a Material Adverse Effect on Effect. Section 4.1 of the Disclosure Schedule sets forth a true and complete listing of each Company Subsidiary. Except as set forth in Section 4.1 of the Disclosure Schedule, neither the Company (as defined below)nor any Company Subsidiary owns, directly or indirectly, any capital stock or other equity interests in or of any Person. The Company does not directly has delivered or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation (other than a Subsidiary), partnership, joint venture or other business association or entity. The term "Material Adverse Effect on the Company" means any change in, or effect on, the business, results of operations, assets, condition (financial or otherwise) or prospects made available to Parent true and correct copies of the Organizational Documents for the Company or and each Company Subsidiary. Neither the Company nor any Company Subsidiary is in violation of any of the Subsidiaries that is or could provisions of its Organizational Documents, other than where any such violation would not reasonably be expected to be materially adverse to have, either individually or in the Company and the Subsidiaries taken as aggregate, a wholeMaterial Adverse Effect.

Organization and Qualification; Subsidiaries. The Each of Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of the Subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its assets and properties and to carry on its business as it is now being conducted. Company has delivered to Parent a complete and correct list of all of Company's direct and indirect subsidiaries as of the date of this Agreement, indicating the jurisdiction of organization of each subsidiary and Company's equity interest therein. Each of Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3(c)) on Company. Each of Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it activities makes such qualification, qualification or licensing or good standing necessary, except where the failures to have for such power or authority, or the failures to be so qualified, duly qualified or licensed or and in good standingstanding that would not, individually, and either individually or in the aggregate, would not have a Material Adverse Effect on the Company (as defined below)Company. The Other than wholly owned subsidiaries, Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any corporation (other than a Subsidiary)corporation, partnership, joint venture or other business business, association or entity. The term "Material Adverse Effect on the Company" means any change in, or effect on, the business, results of operations, assets, condition (financial or otherwise) or prospects of the Company or any of the Subsidiaries that is or could reasonably be expected to be materially adverse to the Company and the Subsidiaries taken as a whole.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and its Subsidiaries is a corporation or entity duly organizedincorporated or formed, validly existing and in good standing under the laws Laws of the State of New Jersey. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation. The Company incorporation or formation and each of the Subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, . Each of the Company and its Subsidiaries is duly qualified or licensed as a foreign corpora tion to do business, and is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failures to have for such power or authority, or the failures to be so qualifiedqualified or licensed which would not, licensed individually or in good standing, individually, and in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on Effect. Section 4.1(a) of the Company (as defined below). The Company does not directly or indirectly own any equity or similar interest inDisclosure Schedule sets forth a list of the names, or any interest convertible into or exchangeable or exercisable for any equity or similar interest incapitalization, any corporation (other than a Subsidiary), partnership, joint venture and jurisdictions of incorpora tion or other business association or entityformations of the Company's Subsidiaries. The term "Company Material Adverse Effect on the CompanyEffect" means any fact, change inor effect that is, or effect onis reasonably likely to be, materially adverse, individually or in the businessaggregate, to the financial condition, business or results of operations, assets, condition (financial or otherwise) or prospects operations of the Company or any of the Subsidiaries that is or could reasonably be expected to be materially adverse to the Company and the its Subsidiaries taken as a whole; provided that none of the following shall be deemed, individually or in the aggregate, to constitute a Company Material Adverse Effect: (i) a decrease in revenues of the Company; (ii) a decrease in customer orders; or (iii) any cancellations of customer orders to the extent that the Company can in good faith establish that cancellations were directly attributable to the public announcement that the Company will be acquired by Parent pursuant to the transactions contemplated hereby.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws (a) Each of the State of New Jersey. Each subsidiary Company and each Material Subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries"below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of the Subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failures failure to be so organized, existing or in good standing or to have such power or authoritypower, or the failures to be so qualified, licensed or in good standing, individually, authority and in the aggregate, governmental approvals would not have a Company Material Adverse Effect on the Company (as defined below). The Company does not directly and each Material Subsidiary are duly qualified or indirectly own any equity licensed as foreign corporations to do business, and are in good standing, in each jurisdiction where the character of the properties owned, leased or similar interest inoperated by them or the nature of their business makes such qualification or licensing necessary, except for such failures to be so qualified or any interest convertible into licensed and in good standing that would not, individually or exchangeable or exercisable for any equity or similar interest inin the aggregate, any corporation (other than have a Subsidiary), partnership, joint venture or other business association or entityCompany Material Adverse Effect. The term "Company Material Adverse Effect on the CompanyEffect" means any change in, or effect onthat, the businessindividually or when taken together with all other changes or effects, results of operations, assets, condition (financial or otherwise) or prospects of the Company or any of the Subsidiaries that is or could reasonably be expected to be materially adverse to the business, assets, liabilities, results of operations or condition (financial or otherwise) of the Company and the Company Subsidiaries (as defined below), taken as a whole.

Organization and Qualification; Subsidiaries. The Company is -------------------------------------------- a corporation duly organized, validly existing and in good standing under the laws of the State of New JerseyDelaware. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") Company's subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of the Subsidiaries subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, ; except where the failures failure to have such power or authority, or the failures failure to be so qualified, licensed or in good standing, individually, and in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company (as defined below)Company. The Company does not directly or indirectly own any equity or similar interest inAs used in this Agreement, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation (other than a Subsidiary), partnership, joint venture or other business association or entity. The the term "Material Adverse Effect on the Company" means any change inor -------------------------------------- effect that would be materially adverse to the assets, or effect onliabilities, the business, results of operationsprospects, assets, operations or condition (financial or otherwise) or prospects of the Company or any of the Subsidiaries that is or could reasonably be expected to be materially adverse to the Company and the Subsidiaries its subsidiaries, taken as a whole, or the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and its Subsidiaries (as hereinafter defined) is a corporation or legal entity duly organized, validly existing and in good standing under the laws of the State of New Jersey. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation. The Company incorporation and each of the Subsidiaries has the all requisite corporate corporate, partnership or similar power and authority to own, lease and operate or lease its properties and to carry on its business businesses as it is now being conducted and proposed by the Company to be conducted, except where the failure to be duly organized, existing and in good standing or to have such power and authority does not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as hereinafter defined) on the Company. (b) Section 3.1 of the Company Disclosure Schedule sets forth a list of all Subsidiaries of the Company. (c) Each of the Company and its Subsidiaries is duly qualified or licensed and in good standing to do business, and is in good standing, business in each jurisdiction in which the property owned, leased or operated by it or the nature of its the business or the properties owned, operated or leased conducted by it makes such qualification, qualification or licensing or good standing necessary, except where the failures to have such power or authority, or the failures failure to be so qualified, duly qualified or licensed or and in good standingstanding does not and would not reasonably be expected to have, individually, and individually or in the aggregate, would not have a Material Adverse Effect on the Company Company. (d) Except as defined below). The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation (other than a Subsidiary), partnership, joint venture or other business association or entity. The term "Material Adverse Effect set forth on the Company" means any change in, or effect on, the business, results of operations, assets, condition (financial or otherwiseSchedule 3.1(d) or prospects of the Company or any Disclosure Schedule, the Company has heretofore delivered to Parent accurate and complete copies of the Subsidiaries that is or could reasonably be expected to be materially adverse to organizational certificate and bylaws, as currently in effect, of each of the Company and the Subsidiaries taken as a whole.its U.S.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") is a corporation duly organizedand, validly existing and if applicable, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of the Subsidiaries has the all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business businesses as it is now being conducted, except where the failure to be in good standing or to have such power, authority and governmental approvals, would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has heretofore delivered to Parent accurate and complete copies of the certificate of incorporation and bylaws, as currently in effect, of the Company. Section 4.1(a) of the Company Disclosure Schedule sets forth a complete list of the Company's Subsidiaries. (b) Each of the Company and its Subsidiaries is duly qualified or licensed and, if applicable, in good standing to do business, and is in good standing, business in each jurisdiction in which the property owned, leased or operated by it or the nature of its the business or the properties owned, operated or leased conducted by it makes such qualification, qualification or licensing or good standing necessary, except in such jurisdictions where the failures to have such power or authority, or the failures failure to be so qualified, duly qualified or licensed or and in good standingstanding would not, individually, and individually or in the aggregate, would not have a Company Material Adverse Effect on the Company Effect. (as defined below). c) The Company does not own, directly or indirectly own indirectly, and has not entered into any agreement to acquire any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation in (other than a Subsidiary), partnership, joint venture equity of its Subsidiaries) or debt of (other business association or entity. The than debt of its Subsidiaries and other than short-term "Material Adverse Effect on investments of the Company" means any change in's working capital in high-grade commercial paper or similar high-grade, short-term instruments) or similar interest, or effect on, the business, results of operations, assets, condition (financial or otherwise) or prospects of the Company or any of the Subsidiaries that is or could reasonably be expected to be materially adverse to the Company and the Subsidiaries taken assets operated as a wholebusiness of, any Person.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of New JerseyDelaware. Each subsidiary (as defined in Section 9.09) of the Company (Company’s Subsidiaries is duly incorporated or formed, as the "Subsidiaries") is a corporation duly organizedcase may be, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporationorganization. The Company and each of the its Subsidiaries has the requisite corporate power and or other entity authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failures to have such power or authority, or the failures failure to be so qualified, licensed or in good standing, individuallywould not have, and individually or in the aggregate, would not have a Company Material Adverse Effect on Effect. (b) Section 3.1(b) of the Company’s Disclosure Letter sets forth a complete and accurate list of all of the Company’s Subsidiaries as of the date hereof, the jurisdiction of incorporation of each such Subsidiary, and the Company’s direct or indirect equity interest therein. Except as so listed or set forth in Section 3.1(b) of the Company’s Disclosure Letter, none of the Company (as defined below). The Company does not or any of its Subsidiaries directly or indirectly own owns any equity or similar interest inequity, or any interest convertible into or exchangeable or exercisable for any equity membership, partnership or similar interest in, any corporation (other than a Subsidiary)corporation, partnership, joint venture venture, limited liability company or other business association or entity, whether incorporated or unincorporated. The term "Material Adverse Effect on the Company" means any change in, or effect on, the business, results of operations, assets, condition (financial or otherwise) or prospects None of the Company or any of the its Subsidiaries that is has at any time since January 1, 2005, been a general partner or could reasonably be expected to be materially adverse to the Company and the Subsidiaries taken as a wholemanaging member of any general partnership, limited partnership, limited liability company or other Person.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") is a corporation duly organizedand, validly existing and if applicable, in good standing under the laws of the jurisdiction of its incorporation. The Company incorporation and each of the Subsidiaries has the all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate or lease its properties and to carry on its business businesses as it is now being conducted, except where the failure to be in good standing or to have such power, authority and governmental approvals, would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has heretofore delivered to Parent accurate and complete copies of the certificate of incorporation and bylaws, as currently in effect, of the Company. Section 4.1(a) of the Company Disclosure Schedule sets forth a complete list of the Company’s Subsidiaries. (b) Each of the Company and its Subsidiaries is duly qualified or licensed and, if applicable, in good standing to do business, and is in good standing, business in each jurisdiction in which the property owned, leased or operated by it or the nature of its the business or the properties owned, operated or leased conducted by it makes such qualification, qualification or licensing or good standing necessary, except in such jurisdictions where the failures to have such power or authority, or the failures failure to be so qualified, duly qualified or licensed or and in good standingstanding would not, individually, and individually or in the aggregate, would not have a Company Material Adverse Effect on the Company Effect. (as defined below). c) The Company does not own, directly or indirectly own indirectly, and has not entered into any agreement to acquire any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation in (other than a Subsidiary), partnership, joint venture equity of its Subsidiaries) or debt of (other business association or entity. The than debt of its Subsidiaries and other than short-term "Material Adverse Effect on investments of the Company" means any change in’s working capital in high-grade commercial paper or similar high-grade, short-term instruments) or similar interest, or effect on, the business, results of operations, assets, condition (financial or otherwise) or prospects of the Company or any of the Subsidiaries that is or could reasonably be expected to be materially adverse to the Company and the Subsidiaries taken assets operated as a wholebusiness of, any Person.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New JerseyDelaware. Each subsidiary (as defined in Section 9.0910.09) of the Company (the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of the Subsidiaries has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failures to have such power or authority, or the failures to be so qualified, licensed or in good standing, individually, and in the aggregate, would not have a Material Adverse Effect on the Company (as defined below). The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation (other than a Subsidiary), partnership, joint venture or other business association or entity. The term "Material Adverse Effect on the Company" means any change in, or effect on, the business, results of operations, assets, financial condition (financial or otherwise) or prospects of the Company or any of the Subsidiaries that is or could would reasonably be expected to be materially adverse to the Company and the Subsidiaries taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Company and each Subsidiary of the Company (collectively, the “Company Subsidiaries”) is a corporation duly organizedformed, validly existing and in good standing (to the extent applicable) under the laws of the State of New Jersey. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporationformation. The Company and each of the Subsidiaries Company Subsidiary has the requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except as would not reasonably be expected to have a Material Adverse Effect. The Company and each Company Subsidiary is duly qualified as a foreign corporation or licensed limited liability company to do business, and is in good standingstanding (to the extent applicable), in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it makes such qualification, qualification or licensing or good standing necessary, except where the failures to have such power or authority, or the failures failure to be so qualified, licensed or qualified and in good standing, individually, and in the aggregate, standing would not reasonably be expected to have a Material Adverse Effect on Effect. (b) Section 3.01(b) of the Company (as defined below)Disclosure Schedule sets forth a true and complete list of each Company Subsidiary, together with the jurisdiction of formation of each Company Subsidiary and the percentage of the outstanding equity interests of each Company Subsidiary owned by the Company and, to the Knowledge of the Company, each other Person. The Except for the Company Subsidiaries, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation (other than a Subsidiary)corporation, limited liability company, partnership, joint venture or other business association or entity. The term "Material Adverse Effect on the Company" means any change in, or effect on, the business, results of operations, assets, condition (financial or otherwise) or prospects of the Company or any of the Subsidiaries that is or could reasonably be expected to be materially adverse to the Company and the Subsidiaries taken as a whole.

Organization and Qualification; Subsidiaries. The Company is a corporation Each of HOLDINGS and its subsidiaries are corporations duly organized, validly existing and in good standing under the laws of the State of New Jersey. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") is a corporation duly organized, validly existing Delaware and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of the Subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its assets and properties and to carry on its business as it is now being conducted. Each of HOLDINGS and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("HOLDINGS Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such HOLDINGS Approvals would not, individually or in the aggregate, have a Material Adverse Effect on HOLDINGS. Each of HOLDINGS and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it activities makes such qualification, qualification or licensing or good standing necessary, except where the failures to have for such power or authority, or the failures to be so qualified, duly qualified or licensed or and in good standingstanding that would not, individually, and either individually or in the aggregate, would not have a Material Adverse Effect on the Company (as defined below)HOLDINGS. The Company HOLDINGS does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any corporation (other than a Subsidiary)corporation, partnership, joint venture or other business business, association or entity. The term "Material Adverse Effect Tech is the only subsidiary of HOLDINGS. All of the outstanding shares of capital stock of the subsidiary of HOLDINGS has been validly issued and are fully paid and nonassessable and are owned free and clear of all liens and free of any other restriction (including any restriction on the Company" means any change inright to vote, sell or effect on, the business, results otherwise dispose of operations, assets, condition (financial such capital stock or otherwise) or prospects of the Company or any of the Subsidiaries that is or could reasonably be expected to be materially adverse to the Company and the Subsidiaries taken as a wholeother ownership interests).

Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. Each subsidiary (as defined in Section 9.09) of the Company (the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company organization and each of the Subsidiaries has the requisite corporate power and authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where any such failures to be so organized, existing or in good standing or to have such power or authority would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined below). The Company and each of its subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction in which where the character of its properties owned, leased or operated by it or the nature of its business or the properties owned, operated or leased by it activities makes such qualification, qualification or licensing or good standing necessary, except where the failures to have for any such power or authority, or the failures to be so qualified, qualified or licensed or in good standingstanding which would not reasonably be expected to have, individually, and individually or in the aggregate, would not have a Company Material Adverse Effect on the Effect. "Company (as defined below). The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation (other than a Subsidiary), partnership, joint venture or other business association or entity. The term "Material Adverse Effect on the CompanyEffect" means any change inchange, event, occurrence or effect on, the business, results of operations, assets, condition (financial or otherwise) or prospects of the Company or any of the Subsidiaries that is or could reasonably be expected to would be materially adverse to the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole, other than any change or effect resulting from (i) changes in general economic conditions, (ii) the Subsidiaries announcement and performance of this Agreement and the transactions contemplated hereby and compliance with the covenants set forth herein or (iii) general changes or developments in the industries in which the Company and its subsidiaries operate that do not have a materially disproportionate effect (relative to other industry participants) on the Company and its subsidiaries, taken as a whole.