Common use of Incorporation, Standing and Power Clause in Contracts

Incorporation, Standing and Power. (a) Company has been duly organized, is validly existing and in good standing as a corporation under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company is duly qualified to do business in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. Company has delivered to Parent true and correct copies of the Company’s Certificate of Incorporation and Bylaws, as currently in effect. (b) Company Sub has been duly organized, is validly existing and in good standing as a corporation under the laws of the State of Indiana. Company Sub has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Company Sub is not required to be qualified to do business in any jurisdiction, other than the State of Indiana. Company Sub has delivered to Parent true and correct copies of the Company Sub’s Certificate of Incorporation and Bylaws, as currently in effect. (c) CXXXX has been duly organized, is validly existing and in good standing as a corporation under the laws of the State of Delaware. CXXXX has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. CXXXX is duly qualified to do business in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. CXXXX has delivered to Parent true and correct copies of CXXXX’x Certificate of Incorporation and Bylaws, as currently in effect

Incorporation, Standing and Power. (a) The Company has been and each of its Subsidiaries is a corporation duly organizedincorporated, is validly existing and in good standing as a corporation under the laws of the State its jurisdiction of Delawareincorporation. The Company has all the requisite corporate power and authority to own, lease and operate its assets and properties and assets and to carry on its business as presently it is now being conducted. The Company is duly qualified or licensed as a foreign corporation to do business business, and in good standing, in each jurisdiction where the character of its the properties owned owned, leased or held under lease operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified qualified, licensed or in good standing has not had and would notnot reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered to Parent a true and correct copies copy of the Company’s Certificate its certificate of Incorporation incorporation and Bylawsbylaws and equivalent organizational documents of each of its Subsidiaries, each as currently in effect. (b) Company Sub has been duly organized, is validly existing amended to date and in good standing as a corporation under full force and effect on the laws of the State of Indianadate hereof, to Parent. Company Sub has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Company Sub is not required to be qualified to do business in any jurisdiction, other than the State of Indiana. Company Sub has delivered to Parent true and correct copies Section 3.1 of the Company Sub’s Certificate Disclosure Schedule contains a complete and accurate list of Incorporation the directors and Bylawsofficers of the Company and each of its Subsidiaries. The operations now being conducted by the Company are not now and have never been conducted by the Company under any other name. Since its inception and through the Closing Date, as currently in effect. the Company has (ci) CXXXX has been duly organizedqualified at all times as, is and (ii) timely and validly existing and in good standing elected to be taxed as a “small business corporation” or a qualified Subchapter S corporation under the laws Subchapter S of the State of DelawareCode. CXXXX The Company has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. CXXXX is duly qualified to do business in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually in the ten (10) years prior to the Closing Date, acquired assets from another corporation in a transaction in which its tax basis for such assets was determined, in whole or in part, by reference to the aggregate, have tax basis of such assets (or any other property) in the hands of the transferor. The Company will not be liable for any Tax under Section 1374 of the Code. The Company has never owned an equity interest in any corporation that would cause it not to qualify at any time as a Material Adverse Effect. CXXXX has delivered to Parent true and correct copies “qualified” Subchapter S corporation within the meaning of CXXXX’x Certificate Section 1361 of Incorporation and Bylaws, as currently in effectthe Code.

Incorporation, Standing and Power. (a) Company has been duly organized, is validly existing and in good standing as a corporation under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company is duly qualified to do business in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. Company has delivered to Parent true and correct copies of the Company’s Certificate of Incorporation and Bylaws, as currently in effect. (b) Company Sub has been duly organized, is validly existing and in good standing as a corporation under the laws of the State of Indiana. Company Sub has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Company Sub is not required to be qualified to do business in any jurisdiction, other than the State of Indiana. Company Sub has delivered to Parent true and correct copies of the Company Sub’s Certificate of Incorporation and Bylaws, as currently in effect. (c) CXXXX XXXXX has been duly organized, is validly existing and in good standing as a corporation under the laws of the State of Delaware. CXXXX XXXXX has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. CXXXX XXXXX is duly qualified to do business in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. CXXXX XXXXX has delivered to Parent true and correct copies of CXXXX’x XXXXX’x Certificate of Incorporation and Bylaws, as currently in effect