Common use of Corporate Organization and Qualification Clause in Contracts

Corporate Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where failure to so qualify or be in good standing as a foreign corporation would not have a Material Adverse Effect on the Company. The Company has all requisite power and authority (corporate or otherwise) to own, lease and operate its properties and to carry on its business as it is now being conducted except where failure to have such power and authority would not have a Material Adverse Effect on the Company. The copies of articles of incorporation and bylaws of the Company which were previously furnished or made available to Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Corporate Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in good standing as a foreign corporation would not have a Company Material Adverse Effect on the Company(as defined in Section 8.10). The Company has all requisite corporate power and authority (corporate or otherwise) to own, lease and operate its properties and to carry on its business as it is now being conducted conducted, except where the failure to have such power and authority would not have a Company Material Adverse Effect on the CompanyEffect. The copies of articles of incorporation and bylaws of the Company which were previously furnished or has heretofore made available to Parent are true, complete and correct copies of such documents its Certificate of Incorporation and By-Laws, each as in effect on as of the date of this Agreementhereof. The Company has no Subsidiaries.