Common use of Organization and Standing; Power Clause in Contracts

Organization and Standing; Power. (a) Each of the Group Companies is duly organized, validly existing and in good standing (to the extent the concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction in which it is organized. Each Group Company has the requisite corporate or other organizational power and authority to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted. Each Group Company is duly qualified to do business and in good standing (to the extent the concept is recognized by the applicable jurisdiction) in each jurisdiction in which the conduct or nature of its business or the ownership or lease of its properties or 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 reasonably be expected to have a Material Adverse Effect. (b) Seller has made available to Purchaser complete copies of the organizational documents of the Group Companies, as amended to the date of this Agreement.

Organization and Standing; Power. (a) Each of the Group Companies is duly organized, validly existing and in good standing (to the extent the concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction in which it is organized. Each Group Company has the requisite corporate or other organizational power and authority to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductedbusiness. Each Group Company is duly qualified to do business and in good standing (to the extent the concept is recognized by the applicable jurisdiction) in each jurisdiction in which the conduct or nature of its business or the ownership or lease of its properties or assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, have not and would not reasonably be expected to have a Material Adverse Effect. (b) Seller has made available to Purchaser complete copies of the organizational documents of the Group Companies, as amended to the date of this Agreement, subject to any changes made in accordance with the Reorganization Plan in accordance with the Agreement.

Organization and Standing; Power. (a) Each of the Group Companies is duly organized, validly existing and in good standing (to the extent the concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction in which it is organized. Each Group Company has the requisite corporate or other organizational power and authority to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductedbusiness. Each Group Company is duly qualified to do business and in good standing (to the extent the concept is recognized by the applicable jurisdiction) in each jurisdiction in which the conduct or nature of its business or the ownership or lease of its properties or assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, have not and would not reasonably be expected to have a Material Adverse Effect. (b) Seller has made available to Purchaser complete copies of the organizational documents of the Group Companies, as amended to the date of this Signing Date, subject to any changes made in accordance with the Reorganization Plan in accordance with the Agreement.

Organization and Standing; Power. (a) Each of the Group Companies is duly organized, validly existing and in good standing (to the extent the concept is recognized by the applicable jurisdiction) under the laws Laws of the jurisdiction in which it is organized. Each Group Company has the requisite corporate or other organizational power and authority to enable it to own, lease lease, or otherwise hold its properties and assets and to carry on its business as presently conducted. Each Group Company is duly qualified to do business and in good standing (to the extent the concept is recognized by the applicable jurisdiction) in each jurisdiction in which the conduct or nature of its business or the ownership or lease of its properties or 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 reasonably be expected to have a Material Adverse Effectbe material to the Business. (b) Seller has made available to Purchaser true, correct, and complete copies of the organizational documents Organizational Documents of the Group Companies, as amended to in effect on the date of this Agreement. Such Organizational Documents are in full force and effect, and no Group Company is in violation of any such Organizational Documents.