Common use of Organization and Standing; Books and Records Clause in Contracts

Organization and Standing; Books and Records. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full organizational power and authority and possesses all material Permits and approvals necessary to enable it to own, lease or otherwise hold its properties and Assets and to carry on its business as presently conducted. The Company is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties and Assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably likely to have a material adverse impact on the business or financial performance of the Company and the Company Subsidiaries. (b) Seller has, prior to the execution of this Agreement, made available to Buyer true and complete copies of the Certificate of Formation and Operating Agreement, each as amended to the date hereof, of the Company.

Organization and Standing; Books and Records. (ai) The Company --------------------------------------------- is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full organizational corporate power and authority and possesses all material Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and Assets assets and to carry on its business as presently conducted. The Company is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties and Assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably likely to have a material adverse impact on the business or financial performance of the Company and the Company Subsidiaries. (b) Seller has, prior to the execution of this Agreement, made available Material Adverse Effect. Seller will deliver to Buyer true and complete copies of the Certificate of Formation Incorporation and Operating AgreementBy-laws, each as amended to the date hereofdate, of the Company. The stock certificate and transfer books and the minute books of the Company (which will be made available for inspection by Buyer prior to the date hereof) are true and complete.

Organization and Standing; Books and Records. (ai) The Company is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full organizational corporate power and authority and possesses all material Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and Assets assets and to carry on its business as presently conducted. The Company is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties and Assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably likely to have a material adverse impact on the business or financial performance of the Company and the Company Subsidiaries. (b) Seller has, prior to the execution of this Agreement, made available Material Adverse Effect. Seller will deliver to Buyer true and complete copies of the Certificate of Formation Incorporation and Operating AgreementBy-laws, each as amended to the date hereofdate, of the Company. The stock certificate and transfer books and the minute books of the Company (which will be made available for inspection by Buyer prior to the date hereof) are true and complete.