Common use of Organization and Status Clause in Contracts

Organization and Status. Each of Seller and each Subsidiary Transferor (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement or Part I of Appendix C, as applicable, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Seller has made available to Purchasers complete and correct copies of the Organization Documents for the Acquired Entities and each of their respective Subsidiaries. Part I of Appendix C sets forth a list of each Subsidiary of each Acquired Entity and for each Subsidiary: (a) its name, (b) the number and type of its outstanding equity securities and a list of the holders thereof and (c) its jurisdiction of organization. Each Subsidiary of an Acquired Entity is a legal entity duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by such Person or the nature of the business conducted by such Person makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization and Status. Each of Seller and each Subsidiary Transferor (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement or Part I of Appendix C, as applicable, (b) is duly qualified, authorized to do business and in good standing (or the equivalent under Japan law) in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Seller has made available to Purchasers Purchaser complete and correct copies of the Organization Documents for the Acquired Entities Seller, each Subsidiary Transferor, HoldCo and each of their respective its Subsidiaries. Part I of Appendix C sets forth a list of each Subsidiary of each Acquired Entity HoldCo and for each Subsidiary: (a) its name, (b) the number and type (as applicable) of its outstanding equity securities interests and a list of the holders thereof and (c) its jurisdiction of organization. Each Holdco and each Subsidiary of an Acquired Entity HoldCo is a legal entity duly formed, validly existing and in good standing (or the equivalent under Japan law) under the Laws of the jurisdiction of its formation and has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing (or the equivalent under Japan law) in each jurisdiction in which the property owned, leased or operated by such Person or the nature of the business conducted by such Person makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing (or the equivalent under Japan law) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization and Status. Each of Seller and each Subsidiary Transferor (a) is duly formed, formed and validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement or Part I of Appendix C, as applicableSection B of the applicable Appendix, (b) is duly qualified, authorized to do business and in good standing (to the extent applicable) in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Seller has made available to Purchasers Purchaser complete and correct copies of the Organization Documents for Seller, the Acquired Entities Project Company and each of their respective the Project Company’s Subsidiaries, in each case for such Acquisition. Part I of Section B of the Appendix C for such Acquisition sets forth a list of the Project Company and its Subsidiaries, in each Subsidiary of each Acquired Entity case, for such Acquisition, and for each Subsidiarysuch company: (a) its name, (b) the number and type (as applicable) of its outstanding equity securities interests and a list of the holders thereof and (c) its jurisdiction of organization. Each Subsidiary The Project Company and each of an Acquired Entity its Subsidiaries, in each case for such Acquisition, is a legal entity duly formed, formed and validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing (to the extent applicable) in each jurisdiction in which the property owned, leased or operated by such Person or the nature of the business conducted by such Person makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing (to the extent applicable) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization and Status. Each of Seller and each Subsidiary Transferor (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement or Part I of Appendix C, as applicable, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Seller has made available to Purchasers complete and correct copies of the Organization Documents for the Acquired Entities Project Company, the General Partner and each of their respective Subsidiaries. Part I of Appendix C sets forth a list of each Subsidiary of each Acquired Entity the Project Company or the General Partner and for each Subsidiary: (a) its name, (b) the number and type of its outstanding equity securities and a list of the holders thereof and (c) its jurisdiction of organization. Each Subsidiary of an Acquired Entity the Project Company or the General Partner is a legal entity duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by such Person or the nature of the business conducted by such Person makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization and Status. Each of Seller and each Subsidiary Transferor (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement or Part I of Appendix C, as applicable, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Seller has made available to Purchasers Purchaser complete and correct copies of the Organization Documents for the Acquired Entities and each of their respective Subsidiaries. Part I of Appendix C sets forth a list of each Subsidiary of each Acquired Entity and for each Subsidiary: (a) its name, (b) the number and type of its outstanding equity securities and a list of the holders thereof and (c) its jurisdiction of organization. Each Subsidiary of an Acquired Entity is a legal entity duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by such Person or the nature of the business conducted by such Person makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization and Status. Each of Seller and each Subsidiary Transferor (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement or Part I of Appendix C, as applicable, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Seller has made available to Purchasers Purchaser complete and correct copies of the Organization Documents for the Acquired Entities Seller, each Subsidiary Transferor, HoldCo and each of their respective its Subsidiaries. Part I of Appendix C sets forth a list of each Subsidiary of each Acquired Entity HoldCo and for each Subsidiary: (a) its name, (b) the number and type of its outstanding equity securities and a list of the holders thereof and (c) its jurisdiction of organization. Each Holdco and each Subsidiary of an Acquired Entity HoldCo is a legal entity duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by such Person or the nature of the business conducted by such Person makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. When formed, NewCo will be a legal entity duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation and it will have all requisite organizational power and authority to own, lease and operate its properties and to carry on its business, and it will be duly qualified, registered or licensed to do business as a foreign entity and will be in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization and Status. Each of Seller and each the Subsidiary Transferor (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement or Part I of Appendix C, as applicable, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Seller has made available to Purchasers complete and correct copies of the Organization Documents for the Acquired Entities Project Company, the Subsidiary Transferor and each of their respective Subsidiaries. Part I of Appendix C sets forth a list of each Subsidiary of each Acquired Entity The Project Company does not have and for each Subsidiary: (a) its name, (b) the number and type of its outstanding equity securities and a list of the holders thereof and (c) its jurisdiction of organizationhas never had any Subsidiaries. Each Subsidiary of an Acquired Entity The Project Company is a legal entity duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by such Person or the nature of the business conducted by such Person makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization and Status. Each of Seller and each Subsidiary Transferor for such Acquisition (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement or Part I of Appendix C, as applicableSection B of the applicable Appendix, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Seller has made available to Purchasers Purchaser complete and correct copies of the Organization Documents for Seller, each Subsidiary Transferor, each HoldCo, the Acquired Entities Project Company and each of their respective Subsidiaries, in each case for such Acquisition. Part I of Section B of the Appendix C for such Acquisition sets forth a list of each Subsidiary HoldCo, the Project Company and each of their respective Subsidiaries, in each Acquired Entity case, for such Acquisition, and for each Subsidiarysuch company: (a) its name, (b) the number and type (as applicable) of its outstanding equity securities interests and a list of the holders thereof and (c) its jurisdiction of organization. Each Subsidiary HoldCo, each of an Acquired Entity HoldCo’s Subsidiaries, the Project Company and each of the Project Company’s Subsidiaries, in each case for such Acquisition, is a legal entity duly formed, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its formation and has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing (to the extent applicable) in each jurisdiction in which the property owned, leased or operated by such Person or the nature of the business conducted by such Person makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing (to the extent applicable) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.