Common use of Corporate Organization; Authorization Clause in Contracts

Corporate Organization; Authorization. (a) The Company and the Subsidiaries are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have all requisite corporate power and authority to carry on their respective businesses as now conducted and to own or lease and operate their respective property and assets. The Company and the Subsidiaries are duly qualified or licensed to do business as foreign companies in good standing in each state of the United States and in each foreign jurisdiction in which the conduct of their respective businesses or the ownership or leasing of their respective property require such qualification, except where such noncompliance would not have a Material Adverse Effect. Schedule 3.1 correctly lists with respect to the Company and the Subsidiaries its jurisdiction of incorporation, each jurisdiction in which it is qualified to do business as a foreign corporation and its respective directors and executive officers. The Company has delivered to the Buyer complete and correct copies of the respective charters and bylaws of the Company and the Subsidiaries as now in effect. (b) The Company has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of the Company and the Sellers in their capacity as the sole stockholders of the Company have taken all action required to authorize the execution and delivery of this Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby. No other corporate proceedings on the part of the Company or any of the Subsidiaries are necessary to authorize the execution, delivery and performance by the Company of this Agreement. This Agreement is a valid and binding agreement of the Company, enforceable against it in accordance with its terms except (i) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Organization; Authorization. (a) The Company and the Subsidiaries are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have all requisite corporate power and authority (corporate or otherwise) to carry on their respective businesses as now conducted and to own or lease and operate their respective property properties and assets. The Company and the Subsidiaries are duly qualified or licensed to do business as a foreign companies company in good standing in each state of the United States and in each foreign jurisdiction in which the conduct of their respective businesses or the ownership or leasing of their respective property properties require such qualification, except where such noncompliance other than jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. Schedule SCHEDULE 3.1 correctly lists with respect to hereto sets forth a true and complete list of all jurisdictions in which the Company and the Subsidiaries its jurisdiction of incorporation, each jurisdiction in which it is are qualified or licensed to do business as a foreign corporation and its respective directors and executive officers. The Company has delivered to the Buyer complete and correct copies of the respective charters and bylaws of the Company and the Subsidiaries as now in effectcompany. (b) The Company has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated on its part hereby. The Board of Directors of the Company and the Sellers in their capacity as the sole stockholders of the Company have has taken all action required to authorize the execution and delivery of this Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby. No other corporate proceedings on the part of the Company or any of the Subsidiaries are necessary to authorize the execution, delivery and performance by the Company it of this Agreement. . (c) This Agreement is has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Buyer, constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms terms, except (i) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Organization; Authorization. (a) The Company and the Subsidiaries are is duly organized, validly existing and in good standing under the laws of their its respective jurisdictions jurisdiction of incorporation and have has all requisite corporate power and authority to carry on their respective businesses its business as now conducted and to own or lease and operate their respective its property and assets. The Company and the Subsidiaries are is duly qualified or licensed to do business as a foreign companies company in good standing in each state and territory of the United States and in each foreign jurisdiction (i) listed in Schedule 3.1(a), and (ii) in which the conduct of their respective businesses its business or the ownership or leasing of their respective its property require such qualification, except where such noncompliance other than jurisdictions in which the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Schedule 3.1 correctly lists with respect to the Company and the Subsidiaries its jurisdiction of incorporation, each jurisdiction in which it is qualified to do business as a foreign corporation and its respective directors and executive officers. The Company has delivered to the Buyer complete and correct copies of the respective charters and bylaws of the Company and the Subsidiaries as now in effect. (b) The Company has full corporate power and authority to enter into execute and deliver this Agreement and the Transaction Documents to which it is a party and to carry out the transactions contemplated herebyhereby and thereby. The Board of Directors of the Company and the Sellers in their capacity as the sole stockholders of the Company have taken all action required to authorize the execution and delivery of this AgreementAgreement and all Transaction Documents executed and delivered by the Company pursuant hereto, the performance of the Company's its obligations hereunder and thereunder and the consummation of the transactions contemplated herebyhereby and thereby. No other corporate proceedings proceeding on the part of the Company or any of the Subsidiaries are is necessary to authorize the execution, delivery and performance by the Company of this AgreementAgreement and all Transaction Documents executed and delivered by the Company pursuant hereto. This Agreement is a and all Transaction Documents executed and delivered by the Company pursuant hereto are valid and binding agreement obligations of the Company, enforceable against it the Company in accordance with its their respective terms except (i) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' ’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Organization; Authorization. (a) The Company and the Subsidiaries Subsidiary are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have all requisite corporate power and authority to carry on their respective businesses as now conducted and to own or lease and operate their respective property and assets. The Company and the Subsidiaries Subsidiary are duly qualified or licensed to do business as foreign companies in good standing in each state materially all of the states of the United States and in each foreign jurisdiction in which the conduct of their respective businesses or the ownership or leasing of their respective property require such qualification, except where such noncompliance would not have a Material Adverse Effect. Schedule 3.1 correctly lists with respect to the Company and the Subsidiaries Subsidiary its ------------ jurisdiction of incorporation, each jurisdiction in which it is qualified to do business as a foreign corporation and its respective directors and executive officers. The Company has Sellers have delivered to the Buyer complete and correct copies of the respective charters and bylaws of the Company and the Subsidiaries Subsidiary as now in effect. (b) The Company has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of the Company and the Sellers in their capacity as the sole stockholders of the Company have taken all action required to authorize the execution and delivery of this Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby. No other corporate proceedings on the part of the Company or any of the Subsidiaries Subsidiary are necessary to authorize the execution, delivery and performance by the Company of this Agreement. This Agreement is a valid and binding agreement of the Company, enforceable against it in accordance with its terms except (i) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.