Common use of Organization, Authority and Qualification of the Companies Clause in Contracts

Organization, Authority and Qualification of the Companies. The Companies are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization and have all necessary power and authority to own, operate or lease the properties and Assets now owned, operated or leased by them and to carry on the Business as it has been and is currently conducted. The Companies are duly licensed or qualified to do business and are in good standing in each jurisdiction in which the properties owned or leased by them or the operation of the Business makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the any Company, any Subsidiary or any Group Company to conduct the Business or (b) reasonably be expected to have a Seller Material Adverse Effect. Except as would not reasonably be expected to have a Seller Material Adverse Effect, all corporate actions taken by the Companies have been duly authorized, and the Companies have not taken any action that in any respect conflicts with, constitutes a default under, or results in a violation of, any provision of their respective Certificates of Incorporation or by-laws (or similar organizational documents).