Common use of Organization, Good Standing and Power Clause in Contracts

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each such Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which to the extent that the failure to be so qualified would not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do transact business and is in good standing in every each other jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessaryis required, except for any jurisdiction in which where the failure so to qualify or to be so qualified in good standing would not have reasonably be expected to result in a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, necessary except for any jurisdiction jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified would will not have a Material Adverse EffectEffect (as defined in Section 2.1(g) hereof).

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing as a foreign corporation in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, necessary except for any jurisdiction in which the failure to be so qualified would and in good standing will not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, necessary except for any jurisdiction in which the failure to be so qualified would will not have a Material Adverse Effectmaterial adverse effect on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would does not have a Material Adverse Effect.any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity except as set forth

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which to the extent that the failure to be so qualified would not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary does not have any Subsidiaries or own securities of any kind in any other entity. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.any

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation or licensed to do business and is in good standing in every each jurisdiction in which the nature of its business or the business conducted ownership or property owned by it makes leasing of its properties make such qualification or licensing necessary, except for any jurisdiction in which where the failure to be so qualified would not have a Material Adverse Effect.or licensed

Organization, Good Standing and Power. The Company is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary does not have any subsidiaries except as set forth in the SEC Documents. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, necessary except for any jurisdiction in which the failure to be so qualified would will not have a Material Adverse EffectEffect on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity except as set forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.foreign

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted and as presently proposed to be conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified or in good standing, as the case may be, would not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.the

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would does not have a Material Adverse Effect.any Subsidiaries

Organization, Good Standing and Power. The Company is a ----------------------------------------- corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.to

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) except NovaVision, Inc. and NovaVision AG or own securities of any kind in any other entity. The Company and each such Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.the

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature As of the business conducted or property owned by it makes such qualification necessarydate hereof, except for any jurisdiction in which the failure to be so qualified would Company does not have a Material Adverse Effect.any subsidiaries (as defined in

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted. The Except as set forth in Schedule 3.1(a), the Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing as a foreign corporation in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction other than those in which the failure so to be so qualified qualify would not have a Material Adverse EffectEffect on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any direct or indirect Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity except as set forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary (as defined in Section 2.1(g)) is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.good

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has the requisite full corporate power and authority to own, lease execute and operate its properties and assets deliver this Agreement and to conduct perform its business as it is now being conductedobligations hereunder. The Company This Agreement constitutes the valid and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature legally binding obligation of the business conducted or property owned by it makes such qualification necessaryCompany, except for any jurisdiction enforceable in which the failure to be so qualified would not have a Material Adverse Effectaccordance with its terms and conditions.

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Except as set forth on Schedule 2.1(g), the Company does not have any subsidiaries (as defined in Section 2.1(g)). The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.in

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conductedDelaware. The Company and each Subsidiary is duly qualified as a foreign corporation to do transact business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any each jurisdiction in which the failure to be so qualified qualify would not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conductedDelaware. The Company and each Subsidiary is duly qualified and is in good standing as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction other than those in which the failure so to be so qualified qualify would not have a Material Adverse Effectmaterial adverse effect on the Company's business or operations.

Organization, Good Standing and Power. The Company is a corporation duly organized, incorporated validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would does not have a Material Adverse Effect.any subsidiaries and does not own more than fifty percent (50%) of or control any other business

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.assets

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would does not have a Material Adverse Effect.any direct or

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conductedconducted as described in the SEC Documents. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, necessary except for any jurisdiction in which the failure to be so qualified would will not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, necessary except for any jurisdiction in which the failure to be so qualified would will not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct carry on its business as it is now being presently conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do transact business and is in good standing in every each jurisdiction in which the nature of the Company’s business conducted or property owned by it makes requires such qualification necessaryand standing, except for any jurisdiction in which the where failure to do so would be so qualified would not have reasonably expected to result in a Material Adverse Effect. The Company has all requisite power and authority to execute and deliver this Agreement and the Related Agreements and to perform its obligations hereunder and thereunder.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is has one wholly owned subsidiary incorporated in good standing in every jurisdiction in which the nature state of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse EffectFlorida.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company conducted and each Subsidiary is duly qualified as a foreign corporation to do business enter into this Agreement and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effectperform its obligations hereunder.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing as a foreign corporation in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction other than those in which the failure so to be so qualified qualify would not have a Material Adverse EffectEffect on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation ------------------------------------- duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each such Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, necessary except for any jurisdiction in which the failure to be so qualified would will not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company VaultLogix is a limited liability company duly formed validly existing and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which under the nature laws of the State of Delaware and has the requisite limited liability company power to own, lease and operate its properties and assets and to conduct its business conducted or property owned by as it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effectis now being conducted.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, necessary except for any jurisdiction in which the failure to be so qualified would will not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a ------------------------------------- corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company conducted and each Subsidiary is duly qualified as a foreign corporation to do business enter into this Agreement and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effectperform its obligations hereunder.

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own, lease and operate own its properties and assets and to conduct carry on its business as it is now being currently conducted or as proposed to be conducted. The Company and each Subsidiary is duly licensed or qualified to do business as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which where the failure to be do so qualified would not have constitute a Material Adverse EffectChange (as defined in Section 3.6 below).

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conductedconducted as described in the Commission Documents. The Company and each its Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

Organization, Good Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would does not have a Material Adverse Effect.any subsidiaries or own securities of any kind in any other entity except as set forth in Section 2.1(g)