Common use of Corporate Organization of the Company Clause in Contracts

Corporate Organization of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has the corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted. The copies of the Company Charter and the Company Bylaws previously made available by the Company to Buyer or its representatives are true and complete. The Company is duly licensed or qualified to do business and (where applicable) is in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not reasonably be expected to result in the loss of a material benefit of, or the incurrence of a material Liability by, the Company or any of its Subsidiaries.

Corporate Organization of the Company. (a) The Company has been duly incorporated and incorporated, is validly existing as a corporation and is in good standing under the Laws of the State of Delaware and has the corporate requisite power and authority to own or own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The copies of the Company Charter and the Company Bylaws Organizational Documents previously made available by the Company to Buyer or its representatives Parent are true true, correct and complete. complete and are in effect as of the date of this Agreement. (b) The Company is duly licensed or duly qualified to do business and (where applicable) is in good standing as a foreign corporation company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not, individually or in good standing would not the aggregate, reasonably be expected to result in the loss of have a material benefit of, or the incurrence of a material Liability by, the Company or any of its SubsidiariesMaterial Adverse Effect.

Corporate Organization of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the Laws laws of the State of Delaware and has the corporate power and authority to own own, lease or lease otherwise hold its properties and assets and to conduct its business as it is now being conducted. The copies of the Company Charter Certificate of Incorporation and Bylaws of the Company Bylaws previously made available by the Company to Buyer or its representatives Acquiror are true true, correct and complete. The Company is duly licensed or qualified to do business and (where applicable) is in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicablequalified, except where the failure to be so licensed or qualified would not have, individually or in good standing would not reasonably be expected to result in the loss of aggregate, a material benefit of, or the incurrence of a material Liability by, Material Adverse Effect on the Company or any of and its Subsidiaries, taken as a whole.

Corporate Organization of the Company. The Company has been duly incorporated and incorporated, is validly existing as a corporation and is in good standing under the Laws of the State of Delaware and has the corporate power and authority to own or own, operate and lease its properties properties, rights and assets and to conduct its business as it is now being conducted. The Company has made available to Acquiror true and correct copies of its certificate of incorporation and bylaws as in effect as of the Company Charter and the Company Bylaws previously made available by the Company to Buyer or its representatives are true and completedate hereof. The Company is duly licensed licensed, registered or qualified to do business and (where applicable) is in good standing (or the equivalent thereof) as a foreign corporation entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed licensed, registered or qualified or in good standing, as applicablequalified, except where the failure to be so licensed licensed, registered or qualified or in good standing would not reasonably be expected to result in the loss of have a material benefit of, or the incurrence of a material Liability by, the Company or any of its SubsidiariesMaterial Adverse Effect.

Corporate Organization of the Company. (a) The Company has been duly incorporated and incorporated, is validly existing as a corporation and is in good standing under the Laws of the State of Delaware and has the requisite corporate power and authority to own or own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The copies of the Company Charter and the Company Bylaws Organizational Documents previously made available by the Company to Buyer or its representatives Parent are true true, correct and complete. complete and are in effect as of the date of this Agreement. (b) The Company is duly licensed or duly qualified to do business and (where applicable) is in good standing as a foreign corporation company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not, individually or in good standing would not the aggregate, reasonably be expected to result in the loss of have a material benefit of, or the incurrence of a material Liability by, the Company or any of its SubsidiariesMaterial Adverse Effect.

Corporate Organization of the Company. (a) The Company has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has the corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted. (b) The copies of the Company Charter certificate of incorporation and bylaws of the Company Bylaws previously made available by the Company to Buyer or its representatives Acquiror are true true, correct and complete. . (c) The Company is duly licensed or qualified to do business and (where applicable) is in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicablequalified, except where the failure to be so licensed or qualified or in good standing would not reasonably be expected to result in have a Material Adverse Effect on the loss of a material benefit of, or the incurrence of a material Liability by, the Company or any of its SubsidiariesCompany.

Corporate Organization of the Company. (a) The Company has been duly incorporated and is validly existing as a corporation corporation, in good standing under the Laws of the State of Delaware and has the corporate requisite power and authority to own or lease its properties and to conduct its business as it is now being conducted. the Business. (b) The copies of the Company Charter certificate of incorporation and bylaws of the Company Bylaws previously made available by the Company to Buyer or its representatives the Purchaser are true and complete. , and the Company is in compliance with such documents in all material respects. (c) The Company is duly licensed or qualified to do business and (where applicable) is in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicablequalified, except where the failure to be so licensed or qualified or in good standing would not reasonably be expected to result in the loss of have a material benefit of, or the incurrence of a material Liability by, the Company or any of its SubsidiariesMaterial Adverse Effect.

Corporate Organization of the Company. The Company has been duly incorporated organized and is validly existing as a corporation limited liability company in good standing under the Laws of the State of Delaware and has the corporate requisite organizational power and authority to own or lease its properties and to conduct its business as it is now being conducted. The copies of the certificate of formation and Company Charter and the Company Bylaws LLC Agreement previously made available by the Company to Buyer or its representatives are true and complete. The Company is duly licensed or qualified to do business and (where applicable) is in good standing as a foreign corporation legal entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicablequalified, except where the failure to be so licensed or qualified or in good standing would not reasonably be expected to result in have a Material Adverse Effect on the loss of a material benefit of, or the incurrence of a material Liability by, the Company or any of its SubsidiariesCompany.

Corporate Organization of the Company. The Company has been duly incorporated organized and is validly existing as a corporation limited liability company in good standing under the Laws of the State of Delaware Delaware, and has the corporate all requisite limited liability company power and authority to own or lease its properties and to conduct its business as it is now being conducted. The copies of the Company Charter certificate of formation and operating agreement of the Company Bylaws previously made available by the Company to Buyer or its representatives Purchaser are true true, correct and complete. The Company is duly licensed or qualified to do business and (where applicable) is in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing standing, individually or in the aggregate, would not reasonably be expected to result in the loss of have a material benefit of, or the incurrence of a material Liability by, the Company or any of its SubsidiariesMaterial Adverse Effect.

Corporate Organization of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has the corporate power and authority to own or lease all of its properties and assets and to conduct its business as it is now being conducted. The copies of the Company Charter certificate of incorporation and bylaws of the Company Bylaws previously made available by the Company to Buyer or its representatives Acquiror are true true, correct and complete. The Company is duly licensed or qualified to do business and (where applicable) is in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicablequalified, except where the failure to be so licensed or qualified or in good standing would not reasonably be expected to result in the loss of have a material benefit of, or the incurrence of a material Liability by, the Company or any of its SubsidiariesMaterial Adverse Effect.

Corporate Organization of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has the corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted. The copies of the Company Charter certificate of incorporation and bylaws of the Company Bylaws previously made available by the Company to Buyer or its representatives Acquiror are true true, correct and complete. The Company is duly licensed or qualified to do business and (where applicable) is in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not reasonably be expected to result in have a Material Adverse Effect on the loss of a material benefit of, or the incurrence of a material Liability by, the Company or any of its SubsidiariesCompany.

Corporate Organization of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has the corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted. The copies of the Company Charter and the Company Bylaws previously made available by the Company to Buyer or its representatives are true and complete. The Company is duly licensed or qualified to do business and (where applicable) is in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not reasonably be expected to result in have a Material Adverse Effect on the loss of a material benefit of, or the incurrence of a material Liability by, the Company or any of its SubsidiariesCompany.

Corporate Organization of the Company. (a) The Company has been duly incorporated and incorporated, is validly existing as a corporation and in good standing under the Laws of the State of Delaware and has the corporate requisite power and authority to own or own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The copies of the Company Charter and the Company Bylaws Organizational Documents previously made available by the Company to Buyer or its representatives Parent are true true, correct and complete. complete and are in effect as of the date of this Agreement. (b) The Company is duly licensed or duly qualified to do business and (where applicable) is in good standing as a foreign corporation company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not, individually or in good standing would not the aggregate, reasonably be expected to result in the loss of have a material benefit of, or the incurrence of a material Liability by, the Company or any of its SubsidiariesMaterial Adverse Effect.