Common use of Organization and Corporate Power Clause in Contracts

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets of the company. The Purchaser possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.

Organization and Corporate Power. The Purchaser is a -------------------------------- corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionState of Delaware, operating results or assets of the company. The Purchaser possesses all requisite with full corporate power and authority necessary to carry out enter into this Agreement and the transactions other agreements contemplated by this Agreementhereby to which the Purchaser is a party and perform its obligations hereunder and thereunder.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets State of the companyDelaware. The Purchaser possesses has all requisite required corporate power and authority necessary to carry on its business as presently conducted, to enter into and perform this Agreement and the agreements contemplated hereby to which it is a party, and to carry out the transactions contemplated by this Agreementhereby and thereby.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- limited liability company duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets State of the companyDelaware. The Purchaser possesses all requisite corporate has full power and authority necessary to carry out execute and deliver this Agreement and the other Transaction Documents to be executed and delivered by Purchaser pursuant hereto or in connection herewith and to consummate the transactions contemplated by this Agreementhereby and thereby.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionState of Delaware, operating results or assets of the company. The Purchaser possesses all requisite with full corporate power and authority necessary to carry out enter into this Agreement and the transactions other agreements contemplated by this Agreementhereby to which the Purchaser is a party and perform its obligations hereunder and thereunder.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organizedincorporated, validly existing and in good standing under the laws of Delaware the State of Delaware, and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets of the company. The Purchaser possesses has all requisite necessary corporate power and authority necessary to carry out enter into the transactions contemplated by this AgreementTransaction Documents to which Purchaser is a party and to perform its obligations hereunder and thereunder.

Organization and Corporate Power. The Purchaser (a) is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and (b) is duly qualified to do business as a foreign corporation and is in every jurisdiction good standing in which all jurisdictions where the failure so to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets of the companyPurchaser Material Adverse Effect. The Purchaser possesses all requisite corporate has full power and authority necessary to carry out execute, deliver and perform this Agreement and the Related Agreements and to consummate the transactions contemplated by this Agreementhereby.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets of the companyDelaware. The Purchaser possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organizedincorporated, validly existing and in good standing under the laws of Delaware the State of Delaware, and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets of the company. The Purchaser possesses has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and to carry out on its businesses as now conducted. Purchaser is not in breach of Purchaser’s Organizational Documents. Complete and correct copies of the transactions contemplated by Organizational Documents of Purchaser, as in effect as of the date of this Agreement, have been made available to the Seller Representative.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets State of the companyDelaware. The Purchaser possesses all requisite corporate has full power and authority necessary (corporate and other) to carry out execute and deliver this Agreement and the other Transaction Documents to be executed and delivered by Purchaser pursuant hereto or in connection herewith and to consummate the transactions contemplated by this Agreementhereby and thereby.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets Laws of the company. The Purchaser possesses all requisite corporate State of Delaware, with full power and authority necessary to carry out the transactions contemplated by enter into this AgreementAgreement and perform its obligations hereunder.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets Laws of the company. The Purchaser possesses all requisite State of Delaware, with full corporate power and authority necessary to carry out enter into this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Purchaser in connection with the transactions contemplated by this AgreementAgreement (the “Purchaser Documents”) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Organization and Corporate Power. (a) The Purchaser is a corporation -------------------------------- limited partnership duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets State of the companyDelaware. The Purchaser possesses all requisite corporate has the partnership power and authority necessary to carry out execute, deliver and perform all of the transactions contemplated by this AgreementRelated Agreements to which it is a party.

Organization and Corporate Power. The Purchaser is a -------------------------------- corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionState of Delaware, operating results or assets of the company. The Purchaser possesses all requisite with full corporate power and authority necessary to carry out execute and deliver this Agreement and the transactions other Transaction Documents and agreements contemplated by this Agreementhereby to which the Purchaser is a party and perform its obligations hereunder and thereunder.

Organization and Corporate Power. The Purchaser is a corporation duly -------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to enter into the Transaction Documents to which the Purchaser is a party and to perform its obligations hereunder and thereunder. AMVESCAP is a corporation duly organized, validly existing and in good standing under the laws of Delaware England and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionWales, operating results or assets of the company. The Purchaser possesses all requisite with full corporate power and authority necessary to carry out enter into the transactions contemplated by this AgreementTransaction Documents to which it is a party and to perform its obligations hereunder and thereunder.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionState of Delaware, operating results or assets of the company. The Purchaser possesses all requisite corporate with full power and authority necessary to carry out the transactions contemplated by enter into this AgreementAgreement and perform its obligations hereunder.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets Laws of the company. The Purchaser possesses all requisite corporate State of Delaware, with full power and authority necessary to carry out execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Purchaser in connection with the transactions contemplated by this AgreementAgreement (the “Purchaser Documents”) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Organization and Corporate Power. (a) The Purchaser is a corporation -------------------------------- limited partnership duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets State of the companyDelaware. The Purchaser possesses all requisite corporate has the partnership power and authority necessary to carry out the transactions contemplated by execute, deliver and perform this Agreement.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionState of Delaware. Purchaser has full power, operating results or assets of the company. The Purchaser possesses all requisite corporate power capacity and authority necessary to carry out enter into and perform its obligations under this Agreement and the Transaction Documents to which it is a party, to consummate the transactions contemplated by this Agreementhereby and thereby and to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionState of Delaware, operating results or assets of the company. The Purchaser possesses all requisite with full corporate power and authority necessary to carry out enter into this Agreement and the transactions other agreements contemplated by this Agreementhereby to which Purchaser is a party and perform its obligations hereunder and thereunder.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws Laws of Delaware the State of Delaware, with full corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is qualified to do business in every jurisdiction in which a party and the transactions contemplated by this Agreement and perform its obligations hereunder and thereunder, except where the failure to be so qualify qualified has not had and would reasonably be expected to not, individually or in the aggregate, have a material adverse effect in on the financial condition, operating results or assets of the company. The Purchaser possesses all requisite corporate power and authority necessary Purchaser’s ability to carry out consummate the transactions contemplated by this Agreement.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly incorporated and organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets of the company. The Purchaser possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by execute and deliver this Agreement and perform its obligations under this Agreement.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure it is required to so qualify would reasonably be expected to have a material adverse effect in the financial conditionqualified, operating results or assets of the company. The Purchaser possesses all requisite with full corporate power and authority necessary to carry out enter into this Agreement and the transactions other agreements contemplated by this Agreementhereby to which the Purchaser is a party and perform its obligations hereunder and thereunder.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organizedincorporated, validly existing existing, and in good standing under the laws of Delaware the State of Delaware, and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets of the company. The Purchaser possesses has all requisite corporate power and authority necessary to enter into and carry out the transactions contemplated by its obligations under this Agreement.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business and in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect good standing in the financial conditionState of California, operating results or assets of the company. The Purchaser possesses all requisite with full corporate power and authority necessary to carry on the business in which it is engaged and to execute and deliver and carry out the transactions contemplated by this Agreement.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets State of the companyDelaware. The Purchaser possesses has all requisite corporate power and authority necessary to carry out on the transactions contemplated businesses in which it is engaged and to own and use the properties owned and used by this Agreementit.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organizedincorporated, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionState of Delaware, operating results or assets of the company. The Purchaser possesses all requisite corporate with full power and authority necessary to carry out the transactions contemplated by enter into this AgreementAgreement and perform its obligations hereunder.

Organization and Corporate Power. (a) The Purchaser is a corporation -------------------------------- limited partnership duly organized, organized and validly existing and in good standing under the laws Laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets of the companyDelaware. The Purchaser possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by enter into, deliver and perform its obligations pursuant to this AgreementAgreement and any Transaction Documents to which it is or will become a party.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionState of Delaware, operating results or assets of the company. The Purchaser possesses all requisite with full corporate power and authority necessary to carry out enter into this Agreement and the transactions other agreements contemplated by this Agreementhereby to which the Purchaser is a party and perform its obligations hereunder and thereunder.

Organization and Corporate Power. (a) The Purchaser is a corporation -------------------------------- duly organized, organized and validly existing and in good standing under the laws Laws of Delaware the State of Delaware. Each Designated Purchaser other than the Purchaser is duly organized and is qualified to do business in every validly existing under the Laws of the jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets it is organized. Each of the company. The Purchaser possesses all and the Designated Purchasers has the requisite corporate power and authority necessary to carry out enter into, deliver and perform its obligations pursuant to each of the transactions contemplated by this AgreementTransaction Documents to which it is or will become a party.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets Laws of the company. The Purchaser possesses State of Delaware, with all requisite corporate necessary power and authority necessary to enter into, execute and deliver this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organizedincorporated, and is validly existing and in good standing subsisting, under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets State of the companyDelaware. The Purchaser possesses has all requisite necessary corporate power and authority necessary to carry out acquire the transactions contemplated by Purchased Shares, to enter into this AgreementAgreement and to perform its obligations hereunder.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets of the company. The Purchaser possesses all requisite has full corporate power and authority necessary to own its properties and to carry out on its business as now conducted and presently proposed to be conducted. The Purchaser shall have delivered to the Company a copy of the resolutions of its Board of Directors, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, certified by this Agreementits Secretary. The Company has been supplied with true and accurate copies of the Purchaser's Articles of Incorporation and Bylaws.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionState of Delaware, operating results or assets of the company. The Purchaser possesses all with requisite corporate power and authority necessary to carry out enter into this Agreement and the transactions other agreements contemplated by this Agreementhereby to which the Purchaser is a party and perform its obligations hereunder and thereunder.

Organization and Corporate Power. The Purchaser is a -------------------------------- corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionState of Delaware, operating results or assets of the company. The Purchaser possesses all requisite with full corporate power and authority necessary to carry out enter into this Agreement and the transactions other agreements contemplated by hereby to which the Purchaser is a party and perform its obligations hereunder and thereunder. Correct and complete copies of the Purchaser's articles of incorporation and by- laws have been furnished to the Representative, which documents reflect all amendments made thereto at any time prior to the date of this Agreement.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionState of Delaware, operating results or assets of the company. The Purchaser possesses all requisite with full corporate power and authority necessary to carry out enter into this Agreement and the transactions other agreements contemplated by this Agreementhereby to which the Purchaser is a party and to perform the Purchaser's obligations hereunder and thereunder.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets Laws of the company. The Purchaser possesses all requisite State of Delaware, with full corporate power and authority necessary to carry out the transactions contemplated by enter into this AgreementAgreement and perform its obligations hereunder. The Merger Sub is a corporation duly organized, validly existing and in active status under Delaware Law, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets Laws of the companyState of Delaware. The Purchaser possesses all has the requisite corporate power and authority necessary to carry out on its business as it is now being conducted except where the transactions contemplated by this Agreementfailure to be so licensed or qualified would not have, or would not reasonably be expected to have, a material adverse effect on Purchaser’s ability to consummate the Transactions or the marketing and sale of the Product in the United States.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets State of the companyDelaware. The Purchaser possesses has all requisite corporate power and authority authority, and any material licenses, permits and authorizations necessary to carry out the transactions contemplated by own and operate its properties, to enter into this Agreement, the Indenture, the Registration Rights Agreement and the Notes and to carry on its business as now conducted except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder. The Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial conditionState of Delaware, operating results or assets of the company. The Purchaser possesses all requisite with full corporate power and authority necessary to carry out the transactions contemplated by enter into this AgreementAgreement and perform its obligations hereunder.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing constituted and in good standing organized under the laws of the State of Delaware (USA), and is qualified to do business in every validly subsisting, under the laws of its jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect of incorporation and is up-to-date in the financial condition, operating results or assets filing of all corporate and similar returns under the companylaws of that jurisdiction. The Purchaser possesses has all requisite necessary corporate power and authority necessary to carry out acquire the transactions contemplated by Purchased Shares, to enter into this AgreementAgreement and to perform its obligations hereunder.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets Laws of the company. The Purchaser possesses all requisite corporate State of Delaware, with full power and authority necessary to carry out execute and deliver this Agreement and the Ancillary Documents to be executed by the Purchaser in connection with the transactions contemplated by this AgreementAgreement (the "Purchaser Documents") and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Organization and Corporate Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect in the financial condition, operating results or assets Laws of the company. The Purchaser possesses all requisite corporate State of Delaware, with full power and authority necessary to carry out the transactions contemplated by enter into this AgreementAgreement and perform its obligations hereunder.