Common use of Existence; Good Standing; Corporate Authority Clause in Contracts

Existence; Good Standing; Corporate Authority. Each of the Company and each of its subsidiaries (the "SUBSIDIARIES") is: (i) a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and (ii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the Laws of any state of the United States or any country in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so organized, existing, licensed or qualified or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect (as defined in Section 8.7). Each of the Company and each of its Subsidiaries has all requisite corporate power and authority to own or lease and operate its properties and carry on its business as now conducted, except where the failure to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore delivered to Parent true, correct and complete copies of: (i) the Certificate of Incorporation and By-Laws, as currently in effect, of the Company and each of its Subsidiaries and (ii) all minute books of the Company and each of its Subsidiaries since August 1, 2001.

Existence; Good Standing; Corporate Authority. Each of the Company and each of its subsidiaries Significant Subsidiaries (the "SUBSIDIARIES"as hereinafter defined) is: is (i) a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation and (ii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the Laws laws of any other state of the United States or any country in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so organized, existing, licensed or qualified or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect (as defined in Section 8.7hereinafter defined). Each of the Company and each of its Significant Subsidiaries has all requisite corporate power and authority to own or own, operate and lease and operate its properties and carry on its business as now conducted, except where the failure to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company has no reason to believe that the representations and warranties contained in the preceding two sentences are not also true of its Subsidiaries. The Company has heretofore delivered to Parent true, Purchaser true and correct and complete copies of: (i) of the Company's Certificate of Incorporation and By-Laws, Bylaws as currently in effect, of the Company and each of its Subsidiaries and (ii) all minute books of the Company and each of its Subsidiaries since August 1, 2001.

Existence; Good Standing; Corporate Authority. Each of the Company and each of its subsidiaries Subsidiaries (the "SUBSIDIARIES"as defined in Section 11.8) is: is (i) a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation and (ii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the Laws laws of any other state of the United States or any country in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so organized, existing, licensed or qualified or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect (as defined in Section 8.711.8). Each of the Company and each of its Significant Subsidiaries (as defined in Section 11.8) has all requisite corporate power and authority to own or own, operate and lease and operate its properties and carry on its business as now conducted, except where the failure to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore previously delivered to Parent true, Purchaser true and correct and complete copies of: (i) of the Company's Certificate of Incorporation and By-Laws, Bylaws as currently in effect, of the Company and each of its Subsidiaries and (ii) all minute books of the Company and each of its Subsidiaries since August 1, 2001.

Existence; Good Standing; Corporate Authority. Each of the Company and each of its subsidiaries (the "SUBSIDIARIES") is: Subsidiaries is (i) a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation and (ii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the Laws laws of any other state of the United States or (to the extent the concepts of "qualified to do business" and "good standing" exist) any country other jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such licensure, qualification or good standing necessary, except where the failure to be so organized, existing, licensed or qualified in good standing or to be in good standingso licensed or qualified, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on (x) the business, operations, results of operations, assets or financial condition of the Company or any Subsidiary, or (y) the ability of the Company to perform its obligations under this Agreement or any Ancillary Agreement (any of the foregoing events or circumstances being referred to herein as a "Material Adverse Effect (as defined in Section 8.7Effect"). Each of the Company and each of its Subsidiaries has all the requisite corporate power and authority to own or own, operate and lease and operate its properties and assets and carry on its business as now conducted, except where the failure conducted and proposed to have such power and authority, individually or be conducted as discussed in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectReports (as defined below). The Company has heretofore delivered to Parent true, true and correct and complete copies of: (i) of the Certificate of Incorporation and By-Laws, as currently in effect, Laws of the Company and of the comparable organizational documents of each Subsidiary of the Company, each of its Subsidiaries which is in full force and (ii) all minute books of the Company and each of its Subsidiaries since August 1, 2001effect.

Existence; Good Standing; Corporate Authority. Each of the Company and each of its subsidiaries (the "SUBSIDIARIESSubsidiaries") is: (i) a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and (ii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the Laws of any state of the United States or any country in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so organized, existing, licensed or qualified or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect (as defined in Section 8.7). Each of the Company and each of its Subsidiaries has all requisite corporate power and authority to own or lease and operate its properties and carry on its business as now conducted, except where the failure to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore delivered to Parent true, correct and complete copies of: (i) the Certificate of Incorporation and By-Laws, as currently in effect, of the Company and each of its Subsidiaries and (ii) all minute books of the Company and each of its Subsidiaries since August 1, 2001.

Existence; Good Standing; Corporate Authority. Each of the Company and each of its subsidiaries Subsidiaries (the "SUBSIDIARIES"a) is: (i) is a corporation corporation, partnership or limited liability company duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation organization and (iib) is duly licensed or qualified to do business as a foreign corporation corporation, partnership or limited liability company and is in good standing under the Laws laws of any each other state of the United States or the laws of any country foreign jurisdiction, if applicable, in which the character of the properties owned owned, licensed or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so organized, existing, licensed or qualified or to be in good standing, individually or in the aggregate, standing has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined in Section 8.7hereinafter defined). Each of the Company and each of its Subsidiaries has all requisite corporate corporate, partnership or limited liability company power and authority to own or own, operate, license and lease and operate its properties and carry on its business as now conductedconducted and consummate the transactions contemplated by this Agreement, except where the failure to have such power and authorityauthority would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore delivered made available to Parent true, Purchaser true and correct copies of the certificate of incorporation and complete copies of: (i) the Certificate of Incorporation and By-Laws, as currently in effect, bylaws or other governing documents of the Company and each of its Subsidiaries and (ii) all minute books of the Company and each of its Subsidiaries since August 1, 2001as currently in effect.