Common use of EXISTENCE AND GOOD STANDING OF RP Clause in Contracts

EXISTENCE AND GOOD STANDING OF RP. RP is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted. RP is duly qualified or licensed as a foreign corporation to do business, and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified or licensed would not reasonably be expected to have a material adverse effect on the consolidated business, financial condition or results of operations of RP and its Subsidiaries (an "RP Material Adverse Effect"). Each of RP's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, has the corporate power and corporate authority to own its properties and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so licensed or qualified or to be in good standing would not reasonably be expected to have, individually or in the aggregate, an RP Material Adverse Effect. Neither RP nor any of its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which RP or any RP Subsidiary or any of their respective properties or assets is subject, except where such violation would not have, individually or in the aggregate, an RP Material Adverse Effect. RP and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, where the failure to obtain any such items or to take any such action would reasonably be expected to have an RP Material Adverse Effect. The copies of the articles of incorporation and by-laws of RP and each other RP Subsidiary previously delivered to CSI are true and correct. Neither RP nor any of the RP Subsidiaries is in violation of any of the provisions of its Amended and Restated Certificate of Incorporation or By-Laws.

EXISTENCE AND GOOD STANDING OF RP. RP is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted. RP is duly qualified or licensed as a foreign corporation to do business, and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified or licensed would not reasonably be expected to have a material adverse effect on the consolidated business, financial condition or results of operations of RP and its Subsidiaries (an "RP Material Adverse Effect"). Each of RP's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, has the corporate power and corporate authority to own its properties and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business 15 and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so licensed or qualified or to be in good standing would not reasonably be expected to have, individually or in the aggregate, an RP Material Adverse Effect. Neither RP nor any of its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which RP or any RP Subsidiary or any of their respective properties or assets is subject, except where such violation would not have, individually or in the aggregate, an RP Material Adverse Effect. RP and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental governmntal regulations in connection with their business as now conducted, where the failure to obtain any such items or to take any such action would reasonably be expected to have an RP Material Adverse Effect. The copies of the articles of incorporation and by-laws of RP and each other RP Subsidiary previously delivered to CSI are true and correct. Neither RP nor any of the RP Subsidiaries is in violation of any of the provisions of its Amended and Restated Certificate of Incorporation or By-Laws.

EXISTENCE AND GOOD STANDING OF RP. RP is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted. RP is duly qualified or licensed as a foreign corporation to do business, and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified or licensed would not reasonably be expected to have a material adverse effect on the consolidated business, financial condition or results of operations of RP and its Subsidiaries (an "RP Material Adverse Effect"). Each of RP's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, has the corporate power and corporate authority to own its properties and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so licensed or qualified or to be in good standing would not reasonably be expected to have, individually or in the aggregate, an RP Material Adverse Effect. Neither RP nor any of its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which RP or any RP Subsidiary or any of their respective properties or assets is subject, except where such violation would not have, individually or in the aggregate, an RP Material Adverse Effect. RP and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, where the failure to obtain any such items or to take any such action would reasonably be expected to have an RP Material Adverse Effect. The copies of the articles of incorporation and by-laws of RP and each other RP Subsidiary previously delivered to CSI are true and correct. Neither RP nor any of the RP Subsidiaries is in violation of any of the provisions of its Amended and Restated Certificate of Incorporation or By-LawsByLaws.