Common use of Due Organization, Good Standing and Corporate Power Clause in Contracts

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries is a corporation duly incorporated (or, if not a corporation, duly organized), validly existing and in good standing under the laws of the jurisdiction of its incorporation (or, if not a corporation, organization) and each such Person has all requisite corporate, partnership or other power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it, or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had, does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company has, prior to the date of this Agreement, made available to Parent complete and correct copies of the Company's current Memorandum of Association, as amended, and current Articles of Association and the comparable governing documents of each of its material Subsidiaries, in each case as amended and in full force and effect as of the date of this Agreement.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries is a corporation duly incorporated (or, if not a corporation, duly organized), validly existing and in good standing under the laws of the jurisdiction of its incorporation (or, if not a corporation, organization) and each such Person has all requisite corporate, partnership power (corporate or other power otherwise) and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it, or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had, does not have, and could would not reasonably be expected to haveconstitute, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. The Company has, prior to the date of this Agreement, has made available to Parent complete and correct copies of the Company's current Memorandum ’s certificate of Association, as amended, incorporation and current Articles of Association the Company’s by-laws and the comparable governing documents of each of its material Subsidiaries, in each case case, as amended and in full force and effect as of the date of this Agreement.

Due Organization, Good Standing and Corporate Power. Set forth in Section 3.1 of the Company Disclosure Letter is an accurate and complete list of the Subsidiaries of the Company. Each of the Company and its Subsidiaries has been duly organized and is validly existing as a corporation duly incorporated (or, if not a corporation, duly organized), validly existing and in good standing under the laws of the jurisdiction of its incorporation (or, if not a corporation, organization) and each such Person has all requisite corporate, partnership corporate or other applicable power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it, or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had, does not have, and could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company has, prior to the date of this Agreement, made available to Parent complete and correct copies of the Company's current Memorandum of Association, as amended, Company Charter and current Articles of Association By-laws and the comparable governing documents of each of its material Subsidiaries, in each case as amended and in full force and effect as effect. None of the date Company and its Subsidiaries is in violation of this Agreementits Certificate of Incorporation or other organizational or governing documents.

Due Organization, Good Standing and Corporate Power. Set forth on Schedule 3.1 is an accurate and complete list of the Subsidiaries of the Company. Each of the Company and its Subsidiaries has been duly organized and is validly existing as a corporation duly incorporated (or, if not a corporation, duly organized), validly existing and in good standing under the laws of the jurisdiction of its incorporation (or, if not a corporation, organization) and each such Person has all requisite corporate, partnership corporate or other applicable power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it, or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had, does not have, and could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company has, prior to the date of this Agreement, made available to Parent complete and correct copies of the Company's current Memorandum of Association, as amended, Company Charter and current Articles of Association By-laws and the comparable governing documents of each of its material Subsidiaries, in each case as amended and in full force and effect as effect. None of the date Company and its Subsidiaries is in violation of this Agreementits Certificate of Incorporation or other organizational or governing documents.