Common use of Organization and Good Standing; Subsidiaries Clause in Contracts

Organization and Good Standing; Subsidiaries. (a) Seller is a nonprofit mutual benefit corporation duly organized, validly existing and in Good Standing under the laws of the State of California with full power and authority to conduct the Purchased Business as it is now being conducted, to own or use the Purchased Assets, and to perform all its obligations under the Transferred Contracts to which it is a party. Seller is duly qualified to do business and is in Good Standing under the laws of each state or other jurisdiction in which either the ownership of the Purchased Assets or the operation of the Purchased Business requires such qualification, except where the failure to do so will not have a Seller Material Adverse Effect. Seller has made available to the Buyer true and complete copies of its Organizational Documents, and Seller is not in Default under or in violation of any of its Organizational Documents. (b) Schedule 3.1(b) sets forth (i) the name and jurisdiction of formation of each Subsidiary of Seller, (ii) the authorized capital stock or other equity securities of each Subsidiary of Seller, and (iii) the number of issued and outstanding shares of capital stock or other equity securities of each Subsidiary of Seller and the holder(s) thereof. Each Subsidiary of Seller is duly organized, validly existing and in Good Standing under the laws of the state or other jurisdiction of formation with full power and authority to conduct the Purchased Business as it is now being conducted by such Subsidiary, to own or use the Purchased Assets, and to perform all its obligations under the Transferred Contracts to which it is a party. Each Subsidiary of Seller is duly qualified to do business and is in Good Standing under the laws of each state or other jurisdiction in which either the ownership of any of the Purchased Assets or the operation of the Purchased Businesses conducted by such Subsidiary requires such qualification, except where the failure to do so will not have a Seller Material Adverse Effect. Seller has made available to the Buyer true and complete copies of the Organizational Documents of each Subsidiary of Seller, and no Subsidiary of Seller is in Default under or in violation of any of its Organizational Documents.

Organization and Good Standing; Subsidiaries. (a) Seller Parent is a nonprofit mutual benefit corporation duly organizedformed, validly existing and in Good Standing good standing under the laws of the State of California Maryland, with full power and authority to conduct the Purchased Business as it is now being conductedown, to own or use the Purchased Assets, operate and lease its assets and to perform all carry on its obligations under the Transferred Contracts to which it is a partybusiness as currently conducted. Seller Parent is duly qualified or registered to do business and is in Good Standing under the laws of good standing (where applicable) as a foreign corporation in each state or other jurisdiction in which either the ownership ownership, operation or leasing of the Purchased Assets its assets or the operation conduct of the Purchased Business its business as currently conducted requires such qualificationqualification or registration, except where for any failures to be so qualified, registered or in good standing that, individually or in the failure aggregate, would not reasonably be expected to do so will not have a Seller Material Adverse EffectEffect on Parent. Seller Each of Parent and Xxxxx Brothers has made available to the Buyer Sellers true and complete copies of its Organizational Documentscertificate of incorporation or formation, as the case may be, and Seller is not in Default under bylaws or in violation of any of its Organizational Documentslimited liability company agreement, as the case may be. (b) Schedule 3.1(b5.1(b) sets forth (i) a true and complete list of Parent’s direct and indirect Subsidiaries, (ii) the name and jurisdiction of formation of each Subsidiary of Seller, (ii) the authorized capital stock or other equity securities of each Subsidiary of Sellersuch Subsidiary, and (iii) the number equity interest in each such Subsidiary held by Parent or a Subsidiary of Parent. All of the issued and outstanding shares of capital stock or other equity securities of interests in each Subsidiary held by Parent or a Subsidiary of Seller Parent have been duly authorized and are validly issued, fully paid and non-assessable. Other than as set forth on Schedule 5.1(b), there are no outstanding rights, warrants or options to acquire an equity interest in any of the holder(sCompany’s Subsidiaries. (c) thereof. Each Subsidiary of Seller Parent is duly organizedformed, validly existing and in Good Standing good standing under the laws of the state or other its jurisdiction of formation formation, with full power and authority to conduct the Purchased Business as it is now being conducted by such Subsidiaryown, to own or use the Purchased Assets, operate and lease its assets and to perform all carry on its obligations under the Transferred Contracts to which it is a partybusiness as currently conducted. Each Subsidiary of Seller the Company is duly qualified or registered to do business and is in Good Standing under good standing (where applicable) as a foreign corporation, partnership or limited liability company, as the laws of case may be, in each state or other jurisdiction in which either the ownership ownership, operation or leasing of any of the Purchased Assets its assets or the operation conduct of the Purchased Businesses its business as currently conducted by such Subsidiary requires such qualificationqualification or registration, except where the failure for any failures to do be so will qualified, registered or in good standing as would not reasonably be expected to have a Seller Material Adverse Effect. Seller has made available to Effect on the Buyer true and complete copies of the Organizational Documents of each Subsidiary of Seller, and no Subsidiary of Seller is in Default under or in violation of any of its Organizational DocumentsCompany.

Organization and Good Standing; Subsidiaries. (a) Seller Section 3.1(a) of the Disclosure Letter contains a complete and accurate list of the Company's jurisdiction of incorporation, other jurisdictions in which it is authorized to do business, and its capitalization (including the identity of each stockholder and the number of shares held by each). The Company is a nonprofit mutual benefit corporation duly organized, validly existing existing, and in Good Standing good standing under the laws of the State of California Alabama, with full corporate power and authority to conduct the Purchased Business its business as it is now being conducted, to own or use the Purchased Assetsproperties and assets that it purports to own or use, and to perform all its obligations under the Transferred Contracts to which it is a partyApplicable Contracts. Seller The Company is duly qualified to do business as a foreign corporation and is in Good Standing good standing or the equivalent qualification under the laws of each state or other jurisdiction in which either the ownership or use of the Purchased Assets properties owned or used by it, or the operation nature of the Purchased Business activities conducted by it, requires such qualification, except qualification and where the failure to do so will not qualify would reasonably be expected to have a Seller Material Adverse EffectEffect on the Company. Seller has made available Sellers have delivered to the Buyer true and complete copies of its the Organizational DocumentsDocuments of the Company, and Seller is not as currently in Default under or in violation of any of its Organizational Documentseffect. (b) Schedule 3.1(bThe Company has no Subsidiaries. The Company has no direct or indirect ownership interest in CAS Cares, Inc., a not-for-profit corporation organized under the laws of the State of Alabama ("CAS CARES"). (c) sets Except as set forth (iin Section 3.1(c) of the name and jurisdiction of formation of each Subsidiary of SellerDisclosure Letter, (ii) the authorized capital stock Company does not directly or other indirectly own any equity securities of any other Person (each Subsidiary such Person, an "AFFILIATED ENTITY"). Section 3.1 (c) of Seller, the Disclosure Letter contains a complete and (iii) accurate list of the number jurisdiction of issued and outstanding shares of capital stock or other equity securities organization of each Subsidiary Affiliated Entity and, to the Knowledge of Seller the Company and the holder(s) thereofSellers, the other jurisdictions in which each Affiliated Entity is authorized to do business. Each Subsidiary of Seller Affiliated Entity is duly organized, validly existing and in Good Standing good standing or the equivalent qualification under the laws of the state or other its jurisdiction of formation with organization and has full legal power and authority necessary to conduct the Purchased Business its business as it is now being conducted by such Subsidiary, and to own or use the Purchased Assetsproperties and assets that it purports to own or use. To the Knowledge of the Company and the Sellers, and to perform all its obligations under the Transferred Contracts to which it is a party. Each Subsidiary of Seller each Affiliated Entity is duly qualified to do business as a foreign entity and is in Good Standing good standing or the equivalent qualification under the laws of each state or other jurisdiction in which either the ownership of any or use of the Purchased Assets properties owned or used by it, or the operation nature of the Purchased Businesses activities conducted by such Subsidiary it, requires such qualification, except qualification and where the failure to do so will not qualify would reasonably be expected to have a Seller Material Adverse EffectEffect on such Affiliated Entity. Seller has made available Sellers have delivered to the Buyer true and complete copies of the Organizational Documents of each Subsidiary Affiliated Entity. (d) Section 3.1(d) of Sellerthe Disclosure Letter contains a complete and accurate description of (i) the equity securities of each Affiliated Entity that are authorized, issued and outstanding as of the date of this Agreement and (ii) each such Affiliated Entity's direct equity owners. Except as set forth in Section 3.1(d) of the Disclosure Letter, the Company is and will be on the Closing Date the record and beneficial owner and holder of the equity securities of each Affiliated Entity set forth opposite the name of the Company on Section 3.1(d) of the Disclosure Letter, free and clear of all Encumbrances and upon consummation of the Contemplated Transactions the Company will have good, valid and marketable title to such equity securities, free and clear of all Encumbrances. Except as set forth in Section 3.1(d) of the Disclosure Letter, the Company has no Subsidiary obligation to contribute any capital or property to any Affiliated Entity and, to the Knowledge of Seller is in Default under Sellers and the Company, there are no Contracts relating to the issuance, sale, or in violation transfer of any equity securities of its Organizational Documentsany Affiliated Entity.

Organization and Good Standing; Subsidiaries. (a) Seller The Company is a nonprofit mutual benefit corporation corporation, duly organized, validly existing and in Good Standing good standing under the laws of the State of California with California, and has full corporate power and authority to conduct its business as presently conducted and to own, lease and operate the Purchased Business as it assets and properties now owned, leased and operated by it. Schedule 3.1(a) lists each jurisdiction where the Company is now being conducted, to own or use the Purchased Assetsdoing business, and to perform all its obligations under except as provided therein, the Transferred Contracts to which it is a party. Seller Company is duly qualified to do business and is in Good Standing under the laws of good standing in each state or other jurisdiction in which either the ownership of the Purchased Assets or the operation of the Purchased Business requires such qualificationwhere required, except where the failure to do be so will qualified or to be in good standing would not have have, individually or in the aggregate, a Seller Material Adverse Effect. Seller The Company has made available no commitments to contribute to the Buyer true and complete copies of its Organizational Documentscapital of, and Seller is not in Default under make loans to, or in violation of share losses of, any of its Organizational DocumentsPerson. (b) Schedule 3.1(b) sets forth for each Subsidiary of the Company (ia) the its name and jurisdiction of formation of each Subsidiary of Sellerincorporation, (iib) the number of shares of authorized capital stock or other equity securities of each Subsidiary class of Sellerits capital stock, and (iiic) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, (d) the number of shares of its capital stock or other equity securities of each Subsidiary of Seller held in treasury, and the holder(s(e) thereofits directors and officers. Each Subsidiary of Seller the Company is a corporation duly organized, validly existing existing, and in Good Standing good standing under the laws of the state or other jurisdiction of formation with full power and authority to conduct the Purchased Business as it is now being conducted by such Subsidiary, to own or use the Purchased Assets, and to perform all its obligations under the Transferred Contracts to which it is a partyincorporation. Each Subsidiary of Seller the Company is duly qualified authorized to do conduct business and is in Good Standing good standing under the laws of each state or other jurisdiction in which either the ownership of any of the Purchased Assets or the operation of the Purchased Businesses conducted by where such Subsidiary requires such qualificationqualification is required, except where the failure to do be so will qualified or to be in good standing would not have have, individually or in the aggregate, a Seller Material Adverse Effect. Seller Each Subsidiary of the Company has made available full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to Buyer true correct and complete copies of the Organizational Documents charter and bylaws of each Subsidiary of Sellerthe Company (as amended to date). All of the issued and outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and are validly issued, fully paid, and no nonassessable. The Company or one or more of its Subsidiaries hold of record and own beneficially all of the outstanding shares of each Subsidiary of Seller is the Company, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Except for the Subsidiaries set forth in Default under or in violation of Schedule 3.1(b), neither the Company nor any of its Organizational DocumentsSubsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.