Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. Each of the Company and its subsidiaries is a corporation or legal entity duly organized or formed, validly existing and in good standing, under the laws of its respective jurisdiction of organization or formation and has the requisite corporate, partnership or limited liability company or other organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not be material to the Company and its subsidiaries, taken as a whole. Each of the Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or licensing, except for such failures to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries each subsidiary of the Company (each a “Subsidiary”) is a corporation or legal an entity duly organized or formedincorporated, organized, validly existing and in good standing, standing under the laws Laws of the jurisdiction of its respective jurisdiction of incorporation or organization or formation and has the requisite corporate, partnership or limited liability company or other organizational corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power and authority would not be material to not, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries, taken as a whole. Each of the Company and its subsidiaries each Subsidiary is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties and assets owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified qualified, licensed or licensed and in good standing as that would not have, and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries is a corporation or legal entity duly organized incorporated or formed, validly existing and in good standing, standing under the laws of its respective jurisdiction of organization incorporation or formation and has the requisite corporate, partnership or limited liability company or other organizational corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power power, authority and authority governmental approvals would not be material to not, individually or in the aggregate, have a Company and its subsidiaries, taken Material Adverse Effect (as a wholedefined below). Each of the Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where in which the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect.. The term "

Organization and Qualification; Subsidiaries. (a) Each of the Company and each of its subsidiaries Subsidiaries is a corporation or legal an entity duly organized or formedorganized, validly existing and in good standing, standing under the laws Laws of the jurisdiction of its respective jurisdiction of organization or formation and has the requisite corporate, partnership corporate or limited liability company or other organizational similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power power, authority and authority governmental approvals would not be material to the have a Company Material Adverse Effect. The Company and each of its subsidiaries, taken as a whole. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business or licensed as a foreign corporation or other legal entity to do business, business and is in good standing, standing in each jurisdiction where the ownership, leasing or operation character of its the properties or assets owned, leased or conduct operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary or desirable, except for such failures where the failure to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries each subsidiary of the Company (each a “Subsidiary”) is a corporation corporation, limited partnership or legal other similar type of entity duly organized or formedorganized, validly existing and in good standing, standing under the laws Laws of the jurisdiction of its respective jurisdiction of organization or formation incorporation and has the requisite corporate, partnership or limited liability company or other organizational power and authority (corporate or otherwise) and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power power, authority and authority governmental approvals would not be material to the have a Material Adverse Effect. The Company and its subsidiaries, taken as a whole. Each of the Company and its subsidiaries each Subsidiary is duly qualified to do business or licensed as a foreign corporation corporation, limited partnership or other similar type of entity to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as that would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries is a corporation or legal entity duly organized or formed, validly existing and in good standing, under the laws of its respective jurisdiction of organization or formation formation. Each of the Company and its subsidiaries has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power power, authority and authority governmental approvals would not be material to have, individually or in the aggregate, a Company and its subsidiaries, taken as a wholeMaterial Adverse Effect. Each of the Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where in which the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures where the failure to be so qualified or licensed and or to be in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries is a corporation or legal entity duly organized or formed, validly existing and in good standing, under the laws of its respective jurisdiction of organization or formation and has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power power, authority and authority governmental approvals would not be material to have, individually or in the aggregate, a Company and its subsidiaries, taken as a wholeMaterial Adverse Effect. Each of the Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where in which the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures where the failure to be so qualified or licensed and or to be in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the Company and its subsidiaries each subsidiary of the Company (a "Subsidiary") is a corporation or legal entity duly organized or formedorganized, validly existing and in good standing, standing under the laws of its respective the jurisdiction of organization or formation its incorporation and has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power power, authority and authority governmental approvals would not be material to not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and its subsidiaries, taken as a whole. Each of the Company and its subsidiaries each Subsidiary is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as that would not have, and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect.. When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means any effect that is or is reasonably likely

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries each Material Subsidiary (as defined below) is a corporation corporation, partnership or other legal entity duly organized or formedorganized, validly existing and in good standing, standing under the laws of its respective the jurisdiction of its incorporation or organization or formation and has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power power, authority and authority governmental approvals would not be material to not, individually or in the aggregate, have a Company Material Adverse Effect. The Company and its subsidiaries, taken as a whole. Each of the Company and its subsidiaries is each Material Subsidiary are duly qualified to do business or licensed as a foreign corporation or other entity corporations to do business, and is are in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation operated by them or the nature of its properties or assets or conduct of its their business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as that would not have, and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect.. The term "

Organization and Qualification; Subsidiaries. Each of the Company and its subsidiaries Subsidiaries is a corporation or legal entity duly organized or formed, validly existing and in good standing, under the laws of its respective jurisdiction of organization or formation and has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power power, authority and authority governmental approvals would not be material to have, individually or in the aggregate, a Company and its subsidiaries, taken as a wholeMaterial Adverse Effect. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where in which the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries Subsidiaries is a corporation or legal entity duly organized or formedorganized, validly existing and and, to the extent applicable, in good standing, standing under the laws of its respective the jurisdiction of organization or formation in which it is organized and has the requisite corporate, partnership or limited liability company or other organizational corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not be material to not, individually or in the Company and its subsidiariesaggregate, taken as have a wholeMaterial Adverse Effect. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, business and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures where the failure to be so duly qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the (a) The Company and each of its subsidiaries Subsidiaries is a corporation or legal an entity duly organized or formedorganized, validly existing and in good standing, standing under the laws Laws of the jurisdiction of its respective jurisdiction of organization or formation and has the requisite corporate, partnership corporate or limited liability company or other organizational similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power power, authority and authority governmental approvals would not be material to the have a Material Adverse Effect. The Company and each of its subsidiaries, taken as a whole. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the ownership, leasing or operation character of its the properties or assets owned, leased or conduct operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary or desirable, except for such failures where the failure to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries Subsidiaries is a corporation or legal entity duly organized or formedorganized, validly existing and and, to the extent applicable, in good standing, standing under the laws of its respective the jurisdiction of organization or formation its incorporation and has the requisite corporate, partnership or limited liability company or other organizational corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not be material to not, individually or in the aggregate, have a Company Material Adverse Effect. The Company and its subsidiaries, taken as a whole. Each of the Company and its subsidiaries is Subsidiaries are duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures where the failure to be so duly qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each (a) The Company and each Subsidiary of the Company and its subsidiaries is a corporation or legal other entity duly organized or formedorganized, validly existing and and, if such concept is applicable in its jurisdiction of organization, in good standing, standing under the laws of its respective the jurisdiction of organization or formation its incorporation and has the requisite corporate, partnership or limited liability company corporate or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power and power, authority or approvals would not be material to the have a Material Adverse Effect. The Company and its subsidiaries, taken as a whole. Each of the Company and its subsidiaries each Subsidiary is duly qualified to do business or licensed as a foreign corporation or other entity to do businessbusiness and, and if such concept is applicable in its jurisdiction of organization, is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensing, licensing necessary except for such failures to the extent that the failure to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Group Company and its subsidiaries is a corporation corporation, limited liability company or legal other applicable business entity duly organized or formed, as applicable, validly existing and in good standingstanding (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws Laws of its respective jurisdiction of formation, incorporation or organization or formation (as applicable) and has the requisite corporate, partnership corporate or limited liability company or applicable other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now presently being conducted, except where the failure to have such power and authority would not be material to the Company and its subsidiaries, taken as a whole. Each of the Group Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity organization to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as that would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the Company Buyer and its subsidiaries is a corporation or legal entity duly organized or formedorganized, validly existing and in good standing, standing under the laws of its respective the jurisdiction of organization or formation its incorporation and has the requisite corporate, partnership or limited liability company or other organizational corporate power and authority and is in possession of all approvals necessary to own, lease and operate its the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power power, authority and authority approvals would not be material to the Company have a Material Adverse Effect. The Buyer and its subsidiaries, taken as a whole. Each each of the Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the ownership, leasing or operation character of its properties owned, leased or assets operated by it or conduct the nature of its business requires activities makes such qualification or licensinglicensing necessary, except for such failures to be so duly qualified or licensed and in good standing as that would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries Subsidiaries (such subsidiaries, collectively, the “Company Subsidiaries” and, together with Company, the “Company Group”) is a corporation or legal other entity duly organized or formedorganized, validly existing and in good standing, standing under the laws jurisdiction of its respective jurisdiction of organization formation or formation incorporation and has the requisite corporate, partnership corporate or limited liability company or other organizational power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure and to have such power and authority would not be material to the Company and perform its subsidiaries, taken as a wholeobligations under all Contracts by which it is bound. Each member of the Company and its subsidiaries Group is duly qualified to do business or licensed as a foreign corporation or other entity company, as applicable, to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation operated by it or the nature of its properties or assets or conduct of its business requires activities makes such qualification or licensinglicensing necessary, except for such failures to be so duly qualified or licensed and in good standing as that would not havenot, and would not reasonably be expected to have, either individually or in the aggregate, a have or reasonably be expected to have an Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the (a) The Company and each of its subsidiaries Subsidiaries is a corporation or legal an entity duly organized or formedorganized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing, ) under the laws Law of the jurisdiction of its respective jurisdiction of organization or formation and has the requisite corporate, partnership corporate or limited liability company or other organizational similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power power, authority and authority governmental approvals would not be material to the have a Company Material Adverse Effect. The Company and each of its subsidiaries, taken as a whole. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing (with respect to jurisdictions that recognize the concept of good standing), in each jurisdiction where the ownership, leasing or operation character of its the properties or assets owned, leased or conduct operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures where the failure to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries is a corporation or legal entity duly organized or formed, validly existing and in good standing, under the laws of its respective jurisdiction of organization or formation and has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power power, authority and authority governmental approvals would not reasonably be material expected to have, individually or in the aggregate, a Company and its subsidiaries, taken as a wholeMaterial Adverse Effect. Each of the Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where in which the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries each Subsidiary of the Company is a corporation or legal an entity duly organized or formedorganized, validly existing and in good standing, standing under the laws of its respective the jurisdiction of organization or formation its incorporation and has the requisite corporate, partnership or limited liability company or other organizational corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not not, individually or in the aggregate, reasonably be material expected to the have a Material Adverse Effect. The Company and its subsidiaries, taken as a whole. Each of the Company and its subsidiaries each Subsidiary is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures where the failure to be so duly qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the The Company and each of its subsidiaries Subsidiaries is a corporation or legal an entity duly organized or formedorganized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing, ) under the laws Law of the jurisdiction of its respective jurisdiction of organization or formation and has the requisite corporate, partnership corporate or limited liability company or other organizational similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power power, authority and authority governmental approvals would not be material to the have a Company Material Adverse Effect. The Company and each of its subsidiaries, taken as a whole. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing (with respect to jurisdictions that recognize the concept of good standing), in each jurisdiction where the ownership, leasing or operation character of its the properties or assets owned, leased or conduct operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary or desirable, except for such failures where the failure to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the Company and its subsidiaries each subsidiary of the Company (a "Subsidiary") is a corporation or legal entity duly organized or formedorganized, validly existing and in good standing, standing under the laws of its respective the jurisdiction of organization or formation its incorporation and has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power power, authority and authority governmental approvals would not be material to not, individually or in the Company and its subsidiariesaggregate, taken have a Material Adverse Effect (as a wholedefined below). Each of the Company and its subsidiaries each Subsidiary is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as that would not have, and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect.16 10

Organization and Qualification; Subsidiaries. Each of the (a) The Company and its subsidiaries is a corporation or legal entity duly organized or formed, validly existing existing, and in good standing, standing under the laws Laws of its respective jurisdiction the State of organization or formation Delaware with corporate power and has authority, and the requisite corporateSeller is a limited liability company, partnership or duly formed, validly existing, and in good standing under the Laws of the State of Delaware with full limited liability company or other organizational power and authority to ownauthority, lease and operate its properties and in each case, to carry on its business the Business as it is now being conducted, to own, operate, and lease its properties and assets, and to perform all of its obligations under each Contract by which it is bound. The Company is duly qualified or licensed to do business and is in good standing in the jurisdictions set forth on Section 2.1(a) of the Disclosure Schedule, which are all of the jurisdictions where the nature of the Business or the ownership, leasing, or use of the Company’s assets and properties requires such qualification, except where the failure to have such power and authority would not be material to the Company and its subsidiaries, taken as a whole. Each of the Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or licensing, except for such failures to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered or made available to the Purchaser copies of the Company’s Organizational Documents, and all such copies are true, correct, and complete.

Organization and Qualification; Subsidiaries. Each (a) The Company and each subsidiary of the Company and its subsidiaries (each a “Company Subsidiary”), is a corporation or legal entity other organization duly organized or formedorganized, validly existing and in good standing, standing under the laws Laws of the jurisdiction of its respective jurisdiction of incorporation or organization or formation (insofar as such concept exists in such jurisdiction) and has the requisite corporate, partnership or limited liability company corporate or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not be material to the . The Company and its subsidiaries, taken as a whole. Each of the each Company and its subsidiaries Subsidiary is duly qualified to do business or licensed as a foreign corporation or other entity organization to do business, and is in good standing, in each jurisdiction (insofar as such concept exists in such jurisdiction) where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as that would not have, and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the Company and its subsidiaries is a corporation or legal entity duly organized or formed, validly existing and in good standing, under the laws of its respective jurisdiction of organization or formation formation. Each of the Company and its subsidiaries has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power power, authority and authority governmental approvals would not be material to have, individually or in the aggregate, a Company and its subsidiaries, taken as a wholeMaterial Adverse Effect. Each of the Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where in which the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures where the failure to be so qualified or licensed and or to be in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the Company and its subsidiaries is a corporation or legal entity duly organized or formed, validly existing and in good standing, under the laws of its respective jurisdiction of organization or formation and has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power and authority governmental approvals would not be material to have, individually or in the aggregate, a Company and its subsidiaries, taken as a wholeMaterial Adverse Effect. Each of the Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where in which the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the (a) The Company and each of its subsidiaries Subsidiaries is a corporation or legal entity limited liability company duly organized incorporated or formedformed (as applicable), validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing, ) under the laws Law of the jurisdiction of its respective jurisdiction of organization incorporation or formation formation, as applicable, and has the requisite corporate, partnership corporate or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not be material to the . The Company and each of its subsidiaries, taken as a whole. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business or licensed as a foreign corporation or other foreign entity to do business, and is in good standing (with respect to jurisdictions that recognize the concept of good standing), in each jurisdiction where the ownership, leasing or operation character of its the properties or assets owned, leased or conduct operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary or desirable, except for such failures where the failure to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the (a) The Company and its subsidiaries each Company Subsidiary is a corporation limited liability company or legal entity other organization duly organized or formedorganized, validly existing and in good standing, standing under the laws of its respective the jurisdiction of organization its incorporation or formation organization. The Company and each Company Subsidiary has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power power, authority and authority governmental approvals would not be material to the have a Company Material Adverse Effect. The Company and its subsidiaries, taken as a whole. Each of the each Company and its subsidiaries Subsidiary is duly qualified to do business or licensed as a foreign corporation limited liability company or other entity organization to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as that would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the Company and its subsidiaries Subsidiaries is a corporation or legal an entity duly organized or formedorganized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing, ) under the laws Laws of the jurisdiction of its respective jurisdiction of organization or formation and has the requisite corporate, partnership corporate or limited liability company or other organizational similar power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be in good standing or have such power and authority would not be material to the not, have a Company Material Adverse Effect. The Company and each of its subsidiaries, taken as a whole. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business or licensed as a foreign corporation or other legal entity to do business, and is in good standing (with respect to jurisdictions that recognize the concept of good standing), in each jurisdiction where the ownership, leasing or operation character of its the properties or assets owned, leased or conduct operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures where the failure to be so qualified or licensed and or in good standing as would not havenot, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the (a) The Company and each of its subsidiaries Subsidiaries is a corporation or legal an entity duly organized or formedorganized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing, ) under the laws Law of the jurisdiction of its respective jurisdiction of organization or formation and has the requisite corporate, partnership corporate or limited liability company or other organizational similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power power, authority and authority governmental approvals would not be material to the have a Company Material Adverse Effect. The Company and each of its subsidiaries, taken as a whole. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing (with respect to jurisdictions that recognize the concept of good standing), in each jurisdiction where the ownership, leasing or operation character of its the properties or assets owned, leased or conduct operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary or desirable, except for such failures where the failure to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each (a) Except as set forth in Section 3.1(a) of the company disclosure schedule (the “Company Disclosure Schedule”), each of the Company and its subsidiaries Subsidiaries is a corporation corporation, limited liability company or legal other entity duly organized or formed, validly existing and in good standing, standing under the laws of its respective the jurisdiction of organization or its formation and has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted and as currently contemplated to be conducted, except where the failure to have such power and authority would not be material to the Company and its subsidiaries, taken as a whole. Each of the Company and its subsidiaries each Subsidiary is duly qualified to do business or licensed as a foreign corporation corporation, limited liability company or other entity limited partnership to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as would not have, and that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the Company and its subsidiaries is a corporation or legal entity duly organized or formed, validly existing and in good standing, under the laws of its respective jurisdiction of organization or formation and has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power power, authority and authority governmental approvals would not not, individually or in the aggregate, reasonably be material expected to the have a Company and its subsidiaries, taken as a wholeMaterial Adverse Effect. Each of the Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where in which the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the (a) The Company and its subsidiaries is a corporation or legal entity other organization duly organized or formedorganized, validly existing and and, to the extent such concept is applicable, in good standing, standing under the laws of its respective the jurisdiction of its incorporation or organization or formation and has the requisite corporate, partnership or limited liability company corporate or other organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is a corporation or other organization duly organized, except where the failure to have such power and authority would not be material validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other organizational power to carry on its business as it is now being conducted. The Company and its subsidiaries, taken as a whole. Each of the each Company and its subsidiaries Subsidiary is duly qualified to do business or licensed as a foreign corporation or other entity organization to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as that would not have, and would not reasonably be expected to have, individually or in the aggregate, aggregate be expected to have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries is a corporation or legal entity duly organized or formed, validly existing and in good standing, under the laws of its respective jurisdiction of organization or formation and has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power power, authority and authority governmental approvals would not be material to have, individually or in the aggregate, a Company and its subsidiaries, taken as a wholeMaterial Adverse Effect. Each of the Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where in which the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for where such failures to be so qualified or licensed and in good standing as would have not have, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the (a) The Company and its subsidiaries is a corporation or legal entity duly organized or formedorganized, validly existing and and, to the extent such concept is applicable, in good standing, standing under the laws of its respective the jurisdiction of its incorporation or organization or formation and has the requisite corporate, partnership or limited liability company or other organizational corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is a corporation or other organization duly organized, except where the failure to have such power and authority would not be material validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other organizational power to carry on its business as it is now being conducted. The Company and its subsidiaries, taken as a whole. Each of the each Company and its subsidiaries Subsidiary is duly qualified to do business or licensed as a foreign corporation or other entity organization to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as that would not have, and would not reasonably be expected to have, individually or in the aggregate, aggregate be expected to have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the Company and its subsidiaries is a corporation or legal entity duly organized or formedorganized, validly existing and in good standing, standing under the laws of its respective the jurisdiction of organization or formation its incorporation and has the requisite corporate, partnership or limited liability company or other organizational corporate power and authority and any necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power power, authority and authority would not governmental approvals could not, individually or in the aggregate, reasonably be material expected to have a Material Adverse Effect (as defined below) on the Company. The Company and its subsidiaries, taken as a whole. Each each of the Company and its subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation operated by it or the nature of its properties or assets or conduct of its business requires activities makes such qualification or licensinglicensing necessary, except for such failures to be so duly qualified or licensed and in good standing as would not have, and would not reasonably be expected to havewhich could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Organization and Qualification; Subsidiaries. Each of the Company and its subsidiaries Subsidiaries is a corporation or legal entity duly organized or formed, validly existing and in good standing, under the laws Laws of its respective jurisdiction of organization or formation and has the requisite corporate, partnership or limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power power, authority and authority governmental approvals would not be material to have, individually or in the aggregate, a Company and its subsidiaries, taken as a wholeMaterial Adverse Effect. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where in which the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the Company and its subsidiaries Subsidiaries is a corporation or legal entity duly organized or formed, validly existing and in good standing, under the laws of its respective jurisdiction of organization or formation and has the requisite corporate, partnership or partnership, limited liability company or other organizational applicable power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power and or authority would not be material to have, individually or in the aggregate, a Company and its subsidiaries, taken as a wholeMaterial Adverse Effect. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where in which the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or licensinglicensing necessary, except for such failures to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and each of its subsidiaries Subsidiaries is a corporation or legal an entity duly organized or formedorganized, validly existing and in good standing, standing under the laws Laws of the jurisdiction of its respective jurisdiction of organization or formation and has the requisite corporate, partnership corporate or limited liability company or other organizational similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power power, authority and authority governmental approvals would not be material to the have a Company Material Adverse Effect. The Company and each of its subsidiaries, taken as a whole. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the ownership, leasing or operation character of its the properties or assets owned, leased or conduct operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary or desirable, except for such failures where the failure to be so qualified or licensed and in good standing as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.