Common use of Organization and Qualification; No Subsidiaries Clause in Contracts

Organization and Qualification; No Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. (b) The Company has all requisite corporate power and corporate authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company has Made Available to Parent and Merger Sub accurate and complete copies of the currently effective Amended and Restated Certificate of Incorporation of the Company (as amended, the “Company Charter”) and Amended and Restated Bylaws of the Company (as amended, the “Company Bylaws”). The Company is not in violation of the Company Charter or Company Bylaws. (d) The Company does not have any Subsidiaries.

Organization and Qualification; No Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of DelawareNevada. (b) The Company has all requisite corporate power and corporate authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company has no Subsidiaries. (c) The Company has Made Available made available to Parent and Merger Sub accurate and complete copies of the currently effective Amended second amended and Restated Certificate restated articles of Incorporation incorporation of the Company (as amended, the “Company CharterArticles”) and Amended second amended and Restated Bylaws restated bylaws of the Company (as amended, the “Company Bylaws”), and each of these organizational and governing documents is in full force and effect on the date hereof. The Company is not in violation of the Company Charter Articles or Company Bylaws. (d) The Company does not have any Subsidiaries.