Common use of Corporate Organization Clause in Contracts

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and any necessary governmental authority to own, operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and governmental approvals is not, individually or in the aggregate, reasonably likely to prevent the consummation of the Merger.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and any all necessary governmental authority approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and or in good standing or to have such power, authority and governmental approvals is not, individually would not prevent or in the aggregate, reasonably likely to prevent the materially delay consummation of the MergerTransactions, or otherwise prevent Parent or Purchaser from performing its material obligations under this Agreement.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and any all necessary governmental authority approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and governmental approvals is not, individually or in the aggregate, reasonably likely to prevent the consummation of the Merger.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware jurisdiction in which it is incorporated and has the requisite corporate power and authority and any necessary governmental authority to own, operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and governmental approvals is not, individually or in the aggregate, reasonably likely to prevent the consummation of the Offer or the Merger.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority and any necessary governmental authority 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 so organized, existing and in good standing or to have such powerpower and authority would not, authority and governmental approvals is notreasonably could not be expected to, individually or in the aggregate, reasonably likely to prevent the consummation of the Offer or the Merger.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and any all necessary governmental authority approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and or in good standing or to have such power, authority and governmental approvals is not, individually would not prevent or in the aggregate, reasonably likely to prevent the materially delay consummation of the Mergertransactions contemplated by this Agreement or otherwise prevent or materially delay Parent or Purchaser from performing its obligations under this Agreement.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the requisite corporate power and authority and any necessary governmental authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, power and authority and governmental approvals is would not, individually or in the aggregate, reasonably likely have a material adverse effect on the ability of Parent and Purchaser to prevent perform their obligations hereunder and to consummate the consummation of the MergerTransactions.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization and has the requisite corporate power and corporate authority and any all necessary governmental authority approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and governmental approvals is not, individually or in the aggregate, reasonably likely to prevent the would not delay consummation of the MergerTransactions, or otherwise prevent Parent or Purchaser from performing its obligations under this Agreement.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the requisite corporate power and authority and any all necessary governmental authority approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and or in good standing or to have such power, authority and governmental approvals is would not, individually or in the aggregate, reasonably likely to prevent the or materially delay consummation of any of the MergerTransactions.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and any necessary governmental authority to own, operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and governmental approvals is not, individually or in the aggregate, reasonably likely to prevent the consummation of the Offer or the Merger.

Corporate Organization. Each of Parent and Purchaser is a corporation company duly organized, organized and validly existing and in good standing under the laws of the State of Delaware Delaware, and has the requisite corporate power and authority and any all necessary governmental authority approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and or in good standing or to have such power, authority and governmental approvals is not, individually would not prevent or in the aggregate, reasonably likely to prevent the materially delay consummation of the MergerTransactions, or otherwise prevent Parent or Purchaser from performing its material obligations under this Agreement.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and any all necessary governmental authority approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted. Parent and Purchaser have heretofore made available to the Company complete and correct copies of their respective Certificates of Incorporation and By-laws, except where the failure to be so organized, existing and each such instrument is in good standing or to have such power, authority full force and governmental approvals is not, individually or in the aggregate, reasonably likely to prevent the consummation of the Mergereffect.

Corporate Organization. Each of Parent and Purchaser Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority and any necessary governmental authority to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organizedincorporated, existing and or in good standing or to have such powerpower or authority would not prevent or delay either Parent or Buyer from performing their respective obligations under this Agreement, authority and governmental approvals is not, individually the Purchase Agreement or in the aggregate, reasonably likely to prevent the consummation any of the MergerAncillary Agreements.

Corporate Organization. Each of Parent and Purchaser is ---------------------- a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and any all necessary governmental authority approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and or in good standing or to have such power, authority and governmental approvals is not, individually would not prevent or in the aggregate, reasonably likely to prevent the materially delay consummation of the MergerTransactions, or otherwise prevent Parent or Purchaser from performing its material obligations under this Agreement.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware jurisdiction in which it is incorporated and has the requisite corporate power and authority and any necessary governmental authority to own, operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and governmental approvals is could not, individually or in the aggregate, reasonably likely be expected to prevent the consummation of the Offer or the Merger.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware jurisdiction in which it is incorporated and has the requisite corporate power and authority and any necessary governmental authority to own, operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and or in good standing or to have such power, power or authority and governmental approvals is not, individually would not prevent or in the aggregate, reasonably likely to prevent materially delay the consummation of the Mergertransactions contemplated hereby. Parent beneficially owns all of the outstanding capital stock of Purchaser.

Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Minnesota or Delaware, respectively, and has the requisite corporate power and authority and any all necessary governmental authority approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and or in good standing or to have such power, authority and governmental approvals is not, individually would not prevent or in the aggregate, reasonably likely to prevent the materially delay consummation of the MergerTransactions, or otherwise prevent Parent or Purchaser from performing its material obligations under this Agreement.

Corporate Organization. Each of Parent and Purchaser is a ---------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and any necessary governmental authority to own, operate own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and governmental approvals is not, individually or in the aggregate, reasonably likely to prevent the consummation of the Merger.

Corporate Organization. (a) Each of Parent and Purchaser Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware law and has the all requisite corporate power and authority and any necessary governmental authority to own, operate or lease its properties and to carry on its business as it is now being conducted, except where the failure . (b) Each of Parent and Buyer is duly qualified or registered to be so organized, existing do business and is in good standing in each jurisdiction in which the nature of its business makes such qualification or to have licensing necessary, except for such power, authority and governmental approvals is notfailures that, individually or in the aggregate, would not be reasonably likely to prevent materially impair the consummation ability of Parent or Buyer to consummate the Mergertransactions contemplated by this Agreement.

Corporate Organization. Each of Parent and Purchaser is a corporation company duly organized, organized and validly existing and in good standing under the laws of the State its jurisdiction of Delaware its incorporation and has the requisite corporate power and authority and any all necessary governmental authority approvals to own, lease and operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and governmental approvals is not, individually would not prevent or in the aggregate, reasonably likely to prevent the materially delay consummation of the Mergertransactions contemplated by this Agreement, or otherwise prevent Parent or Purchaser from performing its material obligations under this Agreement.

Corporate Organization. Each of Parent and Purchaser is a ---------------------- corporation duly organized, organized and validly existing and in good standing under the laws of the State its jurisdiction of Delaware incorporation and has the requisite corporate power and authority and any necessary governmental authority to own, operate or lease its the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and . Purchaser is a corporation in good standing or to have such power, authority and governmental approvals is not, individually or in under the aggregate, reasonably likely to prevent the consummation laws of the Mergerits jurisdiction of incorporation.