Common use of Organization, General Authority and Standing Clause in Contracts

Organization, General Authority and Standing. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company (i) has the requisite corporate power and authority to own and lease all of its properties and assets and to carry on its business as it is now being conducted, (ii) is duly qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has in effect all federal, state, local and foreign governmental authorizations and permits necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to have such power and authority, to be so qualified or to have such authorizations and permits in effect would not have a Material Adverse Effect with respect to the Company. (b) True, correct and complete copies of the Company Certificate and the Company Bylaws, each as in effect as of the date of this Agreement, have previously been made available to the Buyer Parties. (c) Section 4.1(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the name and jurisdiction of organization of each (i) Subsidiary of the Company and (ii) entity (other than the Subsidiaries of the Company) in which the Company or any Subsidiary of the Company owns any interest. Each Subsidiary of the Company (i) is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, (ii) has the requisite entity power and authority to own and lease all of its properties and assets and to carry on its business as it is now being conducted and (iii) has in effect all federal, state, local and foreign governmental authorizations and permits necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to have such power and authority, to be so qualified or to have such authorizations and permits in effect would not have a Material Adverse Effect with respect to the Company.

Organization, General Authority and Standing. (a) The Company Each of the Buyer Parties is a corporation duly organizedorganized or formed, as applicable, validly existing and in good standing under the Laws of the State of Delaware. The Company Each Buyer Party (i) has the requisite corporate power and authority to own and lease all of its properties and assets and to carry on its business as it is now being conducted, (ii) is duly qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or the conduct of its business requires it to be so qualified qualified, and (iii) has in effect all federal, state, local local, and foreign governmental authorizations and permits necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to have such power and authority, to be so qualified or to have such authorizations and permits in effect would not have a Material Adverse Effect with respect to the CompanyParent. (b) True, correct and complete copies of the Company Parent Certificate and the Company Parent Bylaws, each as in effect as of the date of this Agreement, have previously been made available to the Buyer PartiesCompany. (c) Section 4.1(c5.1(c) of the Company Parent Disclosure Letter sets forth, as of the date of this Agreement, the name and jurisdiction of organization of each (i) Subsidiary of the Company Parent and (ii) entity (other than the Subsidiaries of the CompanyParent) in which the Company Parent or any Subsidiary of the Company Parent owns any interest. Each Subsidiary of the Company Parent (i) is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, (ii) has the requisite entity power and authority to own and lease all of its properties and assets and to carry on its business as it is now being conducted and (iii) has in effect all federal, state, local and foreign governmental authorizations and permits necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to have such power and authority, to be so qualified or to have such authorizations and permits in effect would not have a Material Adverse Effect with respect to the CompanyBuyer Parties.

Organization, General Authority and Standing. (a) The Company Parent is a corporation duly organized, limited partnership validly existing and in good standing under the Laws of the State of Delaware and each Merger Sub is a limited liability company validly existing and in good standing under the Laws of the State of Delaware. Section 5.1 of the Parent Disclosure Schedule sets forth a true and complete list of the respective Subsidiaries of the Parent and the Parent GP. The Company (i) has the Parent Entities have all requisite corporate power and authority to own own, lease and lease all of its operate their respective properties and assets and to carry on its business their respective businesses as it is now being conducted, (ii) is presently conducted and each are duly licensed or qualified to do business and is in good standing to do business as a foreign limited partnership in each jurisdiction where its ownership or leasing of property or in which the conduct or nature of its business requires it to be so qualified and (iii) has in effect all federalor the ownership, stateleasing, local and foreign governmental authorizations and permits necessary for it to own holding or lease operating of its properties and assets and to carry on its business as it is now conductedmakes such licensing or qualification necessary, except where the failure to in each case as have such power not had and authority, to be so qualified or to have such authorizations and permits in effect would not have reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the Company. Effect. Each of Parent’s Subsidiaries is (ba) Truea limited partnership, correct and complete copies of the Company Certificate and the Company Bylaws, each as in effect as of the date of this Agreement, have previously been made available to the Buyer Parties. (c) Section 4.1(c) of the Company Disclosure Letter sets forthcorporation or limited liability company, as of the date of this Agreement, the name and jurisdiction of organization of each (i) Subsidiary of the Company and (ii) entity (other than the Subsidiaries of the Company) in which the Company or any Subsidiary of the Company owns any interest. Each Subsidiary of the Company (i) is duly organizedcase may be, validly existing and in good standing under the Laws of its jurisdiction of organization, (iib) has the all requisite entity power and authority to own own, lease and lease all of operate its properties and assets and to carry on its business as it is now being presently conducted and (iiic) has duly licensed or qualified to do business and in effect all federalgood standing to do business as a foreign limited partnership, statecorporation or limited liability company, local and foreign governmental authorizations and permits necessary for it to own as the case may be, in each jurisdiction in which the conduct or lease nature of its business or the ownership, leasing, holding or operating of its properties and assets and to carry on its business as it is now conductedmakes such licensing or qualification necessary, except in the case of clauses (b) and (c), such jurisdictions where the failure to have such power and authority, to be so licensed, qualified or in good standing, has not had and would not reasonably be expected to have such authorizations have, individually or in the aggregate, a Parent Material Adverse Effect. Copies of the Organizational Documents of each Parent Entity and permits its Subsidiaries, as in effect would not as of the date hereof, have a Material Adverse Effect with respect been made available to the CompanyPartnership and such Organizational Documents are in full force and effect as of the date hereof. Neither a Parent Entity nor any of its Subsidiaries is in violation of its respective Organizational Documents.