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 the Business as it is now being conducted. The copies of the Certificate of Incorporation and Bylaws of the Company previously delivered by the Company to Purchaser are true, correct and complete. The Company is duly licensed or qualified and 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, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole.

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 the Business its business as it is now being conducted. The copies of the Certificate of Incorporation and Bylaws of the Company previously delivered made available by the Company to Purchaser Acquiror are true, correct and complete. The Company is duly licensed or qualified and 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, except where the failure to be so licensed or qualified would not not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a wholeCompany.

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 the Business its business as it is now being conducted. The copies of the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Company previously delivered made available by the Company to Purchaser Acquiror are true, correct and complete. The Company is duly licensed or qualified and 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, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a wholeMaterial 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 requisite corporate power and authority to own own, lease or lease operate its properties and assets and to conduct the Business its business as it is now being conducted. The copies of the Certificate of Incorporation and Bylaws of Schedule 3.1 sets forth each jurisdiction in which the Company previously delivered by is licensed or qualified to do business, and the Company to Purchaser are true, correct and complete. The Company is duly licensed or qualified and 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, except where the failure to be so licensed or qualified or in good standing would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on the business, operations or financial condition Company. The copies of the certificate of incorporation and bylaws of the Company made available by the Company to Buyer are true, correct and its Subsidiaries, taken as a wholecomplete.

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 the Business its business as it is now being conducted. The copies of the Certificate of Incorporation and Bylaws of the Company previously delivered made available by the Company to Purchaser Acquiror are true, correct and complete. The Company is duly licensed or qualified and 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, except where the failure to be so licensed or qualified qualified, individually or in the aggregate, has not had and would not be reasonably expected to have either (i) a material adverse effect on the business, operations or financial condition ability of the Company and its Subsidiaries, taken as to enter into this Agreement or consummate the transactions contemplated hereby or (ii) a wholeCompany Material 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 or lease its properties and to conduct the Business its business as it is now being conducted. The copies of the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Company previously delivered made available by the Company to Purchaser Buyer are true, correct true and complete. The Company is duly licensed or qualified and (where applicable) 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, except where the failure to be so licensed or qualified would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a wholeCompany.