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

Existence; Good Standing; Corporate Authority. Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub is duly qualified to do business as a foreign corporation and is in good standing under the laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (as defined in Section 9.9). Each of Parent and Merger Sub has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted. As of the date hereof, the copies of each of Parent's and Merger Sub's certificate of incorporation and bylaws previously made available to the Company are true and correct and contain all amendments.

Existence; Good Standing; Corporate Authority. Each of Parent Parent, Sub and Merger Sub is a corporation duly incorporated, incorporated and validly existing and in good standing under the laws of the State its jurisdiction of Delawareincorporation. Each of Parent and Merger Sub is duly qualified to do business as a foreign corporation and and, to the extent such concept or similar concept exists in the relevant jurisdiction, is in good standing under the laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would does not have or and is not reasonably be expected likely to have, individually or in the aggregate, a Parent Material Adverse Effect (as defined in Section 9.910.9). Each of Parent and Merger Sub has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted. As of the date hereof, the The copies of each of Parent's memorandum of association and articles of association and the comparable charter and organizational documents of Sub and Merger Sub's certificate of incorporation and bylaws Sub previously made available to the Company are true and correct and contain all amendmentsamendments as of the date hereof.

Existence; Good Standing; Corporate Authority. Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub is duly qualified to do business as a foreign corporation and is in good standing under the laws of any each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (as defined in Section 9.98.9). Each of Parent and Merger Sub has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted. As of the date hereof, the The copies of each of Parent's and Merger Sub's certificate of incorporation and bylaws previously made available to the Company are true and correct and contain all amendmentsamendments as of the date hereof.

Existence; Good Standing; Corporate Authority. Each of Parent --------------------------------------------- and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any jurisdiction other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the business, assets, results of operations or reasonably be expected to have, individually or in the aggregate, financial condition of Parent and its Subsidiaries taken as a whole (a "Parent Material Adverse Effect (as defined in Section 9.9Effect"). Each of Parent and Merger Sub has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted. As The copies of the date hereof, the copies of each of Parent's and Merger Sub's certificate of incorporation and bylaws by-laws of Parent and the certificate of incorporation and by-laws of Merger Sub previously made available to the Company are true and correct and contain all amendmentscorrect.