Common use of Due Incorporation; Capitalization Clause in Contracts

Due Incorporation; Capitalization. Each of Parent and its Subsidiaries is duly organized, validly existing and, where such concept is applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, with all requisite power and authority to own, lease and operate its respective assets and properties as they are now being owned, leased and operated and to carry on its business as now conducted, except, with respect to Parent’s Subsidiaries, where the failure to be so duly organized, validly existing or in good standing would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. Each of Parent and its Subsidiaries is duly qualified to do business as a foreign corporation and, where such concept is applicable, is in good standing in all jurisdictions in which it is required to be so qualified or in good standing, except, with respect to Parent’s Subsidiaries other than the Merger Subs, where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. Parent is not in violation of any provision of its Organizational Documents in any material respect. All of the issued and outstanding equity interests of each Merger Sub is owned directly by Parent free and clear of Liens of any kind.

Due Incorporation; Capitalization. (a) Each of Parent and its Subsidiaries Merger Sub is duly organized, validly existing and, where such concept is applicable, in good standing under the laws Laws of the jurisdiction of its incorporation or organization, with . (b) Each of Parent and Merger Sub has all requisite power and authority to own(i) conduct its businesses in the manner in which its businesses are currently being conducted and (ii) own and use its assets in the manner in which its assets are currently owned and used, lease and operate its respective assets and properties as they are now being owned, leased and operated and to carry on its business as now conducted, except, with respect to Parent’s Subsidiaries, except where the any failure to be do so duly organized, validly existing or in good standing has not had and would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Parent Material Adverse Effect. Each of Parent and its Subsidiaries Merger Sub is duly qualified or licensed to do business as a foreign corporation and, where such concept is applicable, is in good standing in all jurisdictions each jurisdiction in which it is required to be so qualified the ownership or in good standingleasing of its property or the conduct of its business requires such qualification and/or licensing, except, with respect to Parent’s Subsidiaries other than the Merger Subs, except where the any failure to be so qualified or in good standing has not had and would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Parent Material Adverse Effect. Parent’s Organizational Documents are in full force and effect, and Parent is not in material violation of any provision of its Organizational Documents in any material respecttheir provisions. All of the issued and outstanding equity interests of each Merger Sub is are owned directly by Parent free and clear of Liens of any kindLiens.

Due Incorporation; Capitalization. Each of Parent and its Subsidiaries is duly organized, validly existing and, where such concept is applicable, in good standing under the laws Laws of the jurisdiction of its incorporation or organization, with all requisite power and authority to own, lease and operate its respective assets and properties as they are now being owned, leased and operated and to carry on its business as now conducted, except, with respect to Parent’s Subsidiaries, where the failure to be so duly organized, validly existing or in good standing or to have such requisite power and authority would not reasonably be expected, individually or in the aggregate, expected to have a Parent Material Adverse Effect. Each of Parent and its Subsidiaries is duly qualified to do business as a foreign corporation and, where such concept is applicable, is in good standing in all jurisdictions in which it is required to be so qualified or in good standing, except, with respect to Parent’s Subsidiaries other than the Merger Subs, where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, expected to have a Parent Material Adverse Effect. Parent is not in violation of any provision of its Organizational Documents in any material respect. All of the issued and outstanding equity interests of each Merger Sub is owned directly by Parent free and clear of Liens of any kind, other than Parent Permitted Liens.