Common use of Covenants, Representations and Warranties of the Company Clause in Contracts

Covenants, Representations and Warranties of the Company. The Company covenants with, represents and warrants to, the Purchasers as follows: (a) The Company and its Controlled Subsidiaries, are (a) corporations duly organized, validly existing and in good standing under the laws of their respective states of incorporation, each have full power and authority to own or lease all of the assets owned or leased by each of them and to conduct their respective business as described in the Memorandum and (b) are duly qualified to do business and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted or the character of the assets owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Company's presently conducted business taken as a whole with the business of the Controlled Subsidiaries (“Material Adverse Effect”). The term “Controlled Subsidiaries” means any corporation or other organization in which the Company owns, directly or indirectly, an equity or other ownership interest equal to or greater than 50 percent.

Covenants, Representations and Warranties of the Company. The Company covenants with, represents and warrants to, the Purchasers Subscriber as follows: (a) The Company and its Controlled Subsidiaries, are (a) corporations duly organized, validly existing and in good standing under the laws of their respective states of incorporation, each have full power and authority to own or lease all of the assets owned or leased by each of them and to conduct their respective business as described in the Memorandum and (b) are duly qualified to do business and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted or the character of the assets owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Company's presently conducted business (taken as a whole with the business of the Controlled Subsidiaries (“Material Adverse Effect”Subsidiaries). The term “Controlled Subsidiaries” means any corporation or other organization in which the Company owns, directly or indirectly, an equity or other ownership interest equal to or greater than 50 percent.

Covenants, Representations and Warranties of the Company. The Company covenants with, represents and warrants to, the Purchasers Subscriber as follows: (a) The Company and its Controlled Subsidiaries, are (a) corporations duly organized, validly existing and in good standing under the laws of their respective states of incorporation, each have full power and authority to own or lease all of the assets owned or leased by each of them and to conduct their respective business as described in the Memorandum and (b) are duly qualified to do business and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted or the character of the assets owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Company's presently conducted business (taken as a whole with the business of the Controlled Subsidiaries (“Material Adverse Effect”Subsidiaries). The term “Controlled Subsidiaries” means any corporation or other organization in which the Company owns, directly or indirectly, (i) an equity or other ownership interest equal to or greater than 50 percent50% or (ii) the right to vote more than 50% of the outstanding voting stock or to elect or appoint a majority of the members of the board of directors.