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

Existence; Good Standing; Corporate Authority. OSI is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. OSI is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States 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 qualified or to be in good standing would not have a material adverse effect on the business, results of operations, financial condition or prospects of OSI and its Subsidiaries taken as a whole (an "OSI Material Adverse Effect"). OSI has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of OSI's Significant Subsidiaries (as defined in Section 10.14 hereof) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, partnership or other similar power and authority to own its properties and to carry on its business as it is now being conducted, and is duly 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 qualified or to be in good standing would not have an OSI Material Adverse Effect. The copies of OSI's Certificate of Incorporation and Bylaws previously made available to CRA are true and correct.

Existence; Good Standing; Corporate Authority. OSI Artra is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. OSI Artra is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States 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 qualified or to be in good standing would not have a material adverse effect on the business, results of operations, operations or financial condition or prospects of OSI Artra and its Subsidiaries taken as a whole (an "OSI Artra Material Adverse Effect"). OSI Artra has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of OSI's Significant the Subsidiaries (as defined in Section 10.14 hereof) of Artra is a corporation, corporation or partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, corporate or partnership or other similar power and authority to own its properties and to carry on its business as it is now being conducted, and is duly 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 qualified or to be in good standing would not have an OSI Artra Material Adverse Effect. The copies of OSI's Certificate the Articles of Incorporation and Bylaws of Artra previously made available to CRA WWWX are true and correct, and have not been modified or amended except as set forth therein.

Existence; Good Standing; Corporate Authority. OSI Lebenthal is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporationNew York. OSI Lebenthal is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States 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 licensed, qualified or to be in good standing would is not reasonably likely to have a material adverse effect on the business, results of operations, financial condition or prospects of OSI and its Subsidiaries taken as a whole (an "OSI Lebenthal Material Adverse Effect"Effect (as defined below). OSI Lebenthal has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conductedconducted or as reasonably contemplated in the future. Each of OSILebenthal's Significant Subsidiaries (as defined in Section 10.14 hereof) is a corporation, corporation or partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, corporate or partnership or other similar power and authority to own its properties and to carry on its business as it is now being conducted, and is duly 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 qualified or to be in good standing would is not reasonably likely to have an OSI a Lebenthal Material Adverse Effect. The copies Lebenthal and its Subsidiaries have no governmental or non-governmental permits, licenses or authorizations that are not freely assignable, except for the permit, license and authorizations of OSI's Certificate of Incorporation the NASD and Bylaws previously those permits, licenses or authorizations which the failure to assign would not have a Lebenthal Material Adverse Effect. Lebenthal has heretofore made available to CRA AGI a complete and correct copy of the certificate of incorporation and the bylaws or equivalent organizational documents, each as amended to the date hereof, of Lebenthal and each of its Subsidiaries. Such certificates of incorporation, bylaws and equivalent organizational documents are true in full force and correcteffect.

Existence; Good Standing; Corporate Authority. OSI Parent is a societe anonyme and Purchaser is a corporation duly incorporated, each validly existing and in good standing (to the extent such a concept exists) under the laws of its the jurisdiction of incorporationits incorporation or organization. OSI Each of Parent and Purchaser is duly licensed or qualified to do business as a foreign corporation and is in good standing under (to the laws of any other state of the United States extent such concept exists) in each jurisdiction 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 qualified or to be in good standing would could not reasonably be expected to have a Parent Material Adverse Effect. A "PARENT MATERIAL ADVERSE EFFECT" means any change, effect, event or condition that has had or could reasonably be expected to (i) have a material adverse effect on the business, assets, results of operations, operations or financial condition or prospects of OSI Parent, Purchaser and its Subsidiaries Parent's Subsidiaries, taken as a whole whole, or (an "OSI Material Adverse Effect")ii) prevent or materially delay Parent's or Purchaser's ability to consummate the transactions contemplated hereby. OSI Each of Parent and Purchaser has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of OSI's Significant Subsidiaries (as defined in Section 10.14 hereof) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, partnership or other similar power and authority to own its properties and to carry on its business as it is now being conducted, and is duly 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 qualified or to be in good standing would not have an OSI Material Adverse Effect. The copies of OSI's Certificate the articles of Incorporation incorporation and Bylaws bylaws or equivalent organizational documents of Parent and Purchaser previously made available to CRA the Company are true and correct.

Existence; Good Standing; Corporate Authority. OSI The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporationDelaware. OSI The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States 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 qualified or to be in good standing would is not reasonably likely to have a material adverse effect on the business, results of operations, financial condition or prospects of OSI and its Subsidiaries taken as a whole (an "OSI Company Material Adverse Effect"Effect (as defined below). OSI The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conductedconducted or as reasonably contemplated in the future. Each of OSIthe Company's Significant Subsidiaries (as defined in Section 10.14 hereof) is a corporation, corporation or partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, corporate or partnership or other similar power and authority to own its properties and to carry on its business as it is now being conducted, and is duly 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 qualified or to be in good standing would is not reasonably likely to have an OSI a Company Material Adverse Effect. The copies of OSI's Certificate of Incorporation and Bylaws previously made available to CRA Advest Group, Inc. has no governmental or non-governmental permits, licenses or authorizations or any contracts or other agreements that are true and correctnot freely assignable.

Existence; Good Standing; Corporate Authority. OSI Parent is a societe anonyme and Purchaser is a corporation duly incorporated, each validly existing and in good standing (to the extent such a concept exists) under the laws of its the jurisdiction of incorporationits incorporation or organization. OSI Each of Parent and Purchaser is duly licensed or qualified to do business as a foreign corporation and is in good standing under (to the laws of any other state of the United States extent such concept exists) in each jurisdiction 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 qualified or to be in good standing would could not reasonably be expected to have a Parent Material Adverse Effect. A "Parent Material Adverse Effect" means any change, effect, event or condition that has had or could reasonably be expected to (i) have a material adverse effect on the business, assets, results of operations, operations or financial condition or prospects of OSI Parent, Purchaser and its Subsidiaries Parent's Subsidiaries, taken as a whole whole, or (an "OSI Material Adverse Effect")ii) prevent or materially delay Parent's or Purchaser's ability to consummate the transactions contemplated hereby. OSI Each of Parent and Purchaser has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of OSI's Significant Subsidiaries (as defined in Section 10.14 hereof) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, partnership or other similar power and authority to own its properties and to carry on its business as it is now being conducted, and is duly 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 qualified or to be in good standing would not have an OSI Material Adverse Effect. The copies of OSI's Certificate the articles of Incorporation incorporation and Bylaws bylaws or equivalent organizational documents of Parent and Purchaser previously made available to CRA the Company are true and correct.

Existence; Good Standing; Corporate Authority. OSI Each of Watsxx xxx Watsxx Xxx (i) is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation. OSI is duly licensed ; (ii) has all requisite power and authority to own or qualified lease, and operate its properties and assets, and to do carry on its business as a foreign corporation now conducted and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessaryas currently proposed to be conducted, except where the failure to be so have such power and authority would not have a Watsxx Xxxerial Adverse Effect (as defined herein) and to consummate the transactions contemplated hereby; (iii) is duly qualified or licensed to be do business and is in good standing in all jurisdictions in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to so qualify, individually or in the aggregate, would not have a Watsxx Xxxerial Adverse Effect; and (iv) has obtained all licenses, permits, franchises and other governmental authorizations necessary to the ownership or operation of its properties or the conduct of its business, except where the failure to have obtained such licenses, permits, franchises or authorizations would not have a Watsxx Xxxerial Adverse Effect. The copies of Watsxx'x xxx Watsxx Xxx's Articles or Certificate of Incorporation and By-Laws as in effect on the date hereof have been previously delivered to the Company or have been made available for the Company's review and are true and correct. For purposes of this Agreement, a "Material Adverse Effect" when used with respect to any entity means (a) a material adverse effect on the business, results of operations, financial condition or prospects of OSI such entity and its Subsidiaries subsidiaries, taken as a whole whole, or (an "OSI Material Adverse Effect"). OSI has all requisite corporate power and authority b) a material impairment in the ability of such entity or its subsidiaries to own, operate and lease its properties and carry on its business as now conducted. Each perform any of OSI's Significant Subsidiaries (as defined in Section 10.14 hereof) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing their obligations under the laws of its jurisdiction of incorporation or organization, has the corporate, partnership or other similar power and authority to own its properties and to carry on its business as it is now being conducted, and is duly 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 qualified this Agreement or to be in good standing would not have an OSI Material Adverse Effect. The copies of OSI's Certificate of Incorporation and Bylaws previously made available to CRA are true and correctconsummate the Merger.