Common use of Organization, Good Standing and Other Matters Clause in Contracts

Organization, Good Standing and Other Matters. Each of Parent and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign corporation in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not materially impair the ability of Parent and Merger Subsidiary to consummate the transactions contemplated in this Agreement. Parent directly owns all of the issued and outstanding capital stock of Merger Subsidiary, free and clear of all Liens. A true, correct and complete copy of Parent’s Articles of Incorporation and Bylaws and the Articles of Incorporation and bylaws of Merger Subsidiary, as in effect on the date of this Agreement, has been furnished to the Company or its representatives.

Organization, Good Standing and Other Matters. Each of Parent and Merger Subsidiary is a corporation are corporations duly organized, validly existing and in good standing under the laws of its respective jurisdiction the State of incorporation, Delaware. Each of Parent and Merger Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, . Each of Parent and Merger Subsidiary is duly qualified to do business as a foreign corporation in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not materially impair the ability of Parent and Merger Subsidiary to consummate the transactions contemplated in this Agreement. Parent directly owns all of the issued and outstanding capital stock of equity interests in Merger Subsidiary, Subsidiary free and clear of all Liens. A true, correct and complete copy of Parent’s Articles the certificate of Incorporation and Bylaws and the Articles of Incorporation incorporation and bylaws of Parent and Merger Subsidiary, as in effect on the date of this Agreement, has been furnished to the Company or its representatives.

Organization, Good Standing and Other Matters. Each of Parent and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign corporation in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not materially impair the ability of Parent and Merger Subsidiary to consummate the transactions contemplated in this Agreement. Parent directly owns all of the issued and outstanding capital stock of Merger Subsidiary, free and clear of all Liens. A true, correct and complete copy of Parent’s Articles the Certificate of Incorporation and Bylaws of Parent and the Articles of Incorporation and bylaws of Merger Subsidiary, as in effect on the date of this Agreement, has been furnished to the Company or its representativesand the Representative.

Organization, Good Standing and Other Matters. Each of Parent and Merger Subsidiary Sub is a corporation duly organized, validly existing and in good standing under the laws Applicable Laws of its respective jurisdiction of incorporation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign corporation in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not materially impair the ability of Parent and Merger Subsidiary Sub to consummate the transactions contemplated in this Agreement. Parent directly owns all of the issued and outstanding capital stock of Merger Subsidiary, Sub free and clear of all Liens. A true, Parent and Sub have heretofore made available to the Company complete and correct and complete copy copies of Parent’s Articles their respective Certificates of Incorporation and Bylaws and the Articles of Incorporation and bylaws of Merger SubsidiaryBylaws, as in effect on the date of this Agreement, has been furnished to the Company or its representatives.

Organization, Good Standing and Other Matters. Each of Parent and Merger Subsidiary Sub is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign corporation and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership ownership, or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not materially impair the ability of Parent and Merger Subsidiary Sub to consummate the transactions contemplated in this Agreement. Parent directly owns all All of the issued and outstanding capital stock of Merger Subsidiary, Sub is owned directly by Parent free and clear of all Liensany Lien of any kind. A true, Parent and Sub have heretofore made available to the Company complete and correct and complete copy copies of Parent’s Articles their respective Certificates of Incorporation and Bylaws and the Articles of Incorporation and bylaws of Merger SubsidiaryBylaws, as in effect on the date of this Agreement, has been furnished to the Company or its representatives.

Organization, Good Standing and Other Matters. Each of Parent and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign corporation in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not materially impair the ability of Parent and Merger Subsidiary to consummate the transactions contemplated in this Agreement. Parent directly owns all of the issued and outstanding capital stock of Merger Subsidiary, free and clear of all Liens. A true, correct and complete copy of Parent’s Articles the certificate of Incorporation and Bylaws and the Articles of Incorporation incorporation and bylaws of Parent and Merger Subsidiary, as in effect on the date of this Agreement, has been furnished to the Company or its representativesRepresentative.

Organization, Good Standing and Other Matters. Each of Parent and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign corporation in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not materially impair the ability of Parent and Merger Subsidiary to consummate the transactions contemplated in this Agreement. Parent directly owns all of the issued and outstanding capital stock of Merger Subsidiary, Subsidiary free and clear of all Liens. A true, correct and complete copy of Parent’s Articles Certificate of Incorporation and Bylaws and the Articles certificate of Incorporation incorporation and bylaws of Merger Subsidiary, as in effect on the date of this Agreement, has been furnished to the Company or its representatives.

Organization, Good Standing and Other Matters. Each of Parent and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign corporation in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not materially impair the ability of Parent and Merger Subsidiary to consummate the transactions contemplated in this Agreement. Parent directly owns all of the issued and outstanding capital stock of Merger Subsidiary, free and clear of all Liens. A true, correct and complete copy of Parent’s Articles Certificate of Incorporation and Bylaws and the Articles certificate of Incorporation incorporation and bylaws of Merger Subsidiary, as in effect on the date of this Agreement, has been furnished made available to the Company or its representatives.