Common use of Organization, Corporate Power and Licenses Clause in Contracts

Organization, Corporate Power and Licenses. Each of the Companies is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and is qualified to do business in every jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect, which such jurisdictions are set forth on Schedule 2A attached hereto. Each of the Companies possesses all requisite corporate power and authority necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the charter documents, organizational documents, and bylaws of the Companies which have been furnished to the Purchaser reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. The minute books (containing the records of meetings of the stockholders, the board of directors and any committees of the board of directors), the stock certificate books and the stock record books of each of the Companies are correct and complete in all material respects.

Organization, Corporate Power and Licenses. Each of the Companies The Company is ------------------------------------------ a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction state of incorporation and is qualified duly authorized to do conduct business in every jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effectwhere such qualification is required, which such jurisdictions are set forth on the Foreign Qualifications Schedule 2A 5A attached hereto. Each of the Companies The Company possesses all requisite corporate power and authority and all licenses, permits, and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the charter documents, organizational documents, documents and bylaws of the Companies which have been furnished to the Purchaser Parent and Acquisition Corp. reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. The minute books (containing the records of meetings of the stockholders, the board of directors and any committees of the board of directors), the stock certificate books and the stock record books of each of the Companies Company are correct and complete in all material respectscomplete.

Organization, Corporate Power and Licenses. Each of the Companies The Company is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction state of incorporation and is qualified duly authorized to do conduct business in every jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effectwhere such qualification is required, which such jurisdictions are set forth on the Foreign Qualifications Schedule 2A 6A attached hereto. Each of the Companies The Company possesses all requisite corporate power and authority and all licenses, permits, and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the charter documents, organizational documents, documents and bylaws of the Companies which have been furnished to the Purchaser reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. The minute books (containing the records of meetings of the stockholders, the board of directors and any committees of the board of directors), the stock certificate books and the stock record books of each of the Companies Company are correct and complete in all material respectscomplete.

Organization, Corporate Power and Licenses. Each of the Companies Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction state of incorporation and is qualified duly authorized to do conduct business in every jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effectwhere such qualification is required, which such jurisdictions are set forth on the Foreign Qualifications Schedule 2A 6A attached hereto. Each of the Companies Company and its Subsidiaries possesses all requisite corporate power and authority and all licenses, permits, and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the charter documents, organizational documents, documents and bylaws of the Companies which have been furnished to the Purchaser reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. The minute books (containing the records of meetings of the stockholders, the board of directors and any committees of the board of directors), the stock certificate books and the stock record books of each of the Companies Company and its Subsidiaries are correct and complete in all material respectscomplete.