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

Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to (a) enter into this Agreement and the other Transaction Documents, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and (b) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have or could reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to (a) enter into this Agreement carry on its business as presently conducted and as proposed to be conducted. Each subsidiary of the Company is a corporation or other Transaction Documentslegal entity duly organized, to carry out validly existing and in good standing under laws of its obligations hereunder jurisdiction of formation and thereunder has all requisite corporate power and to consummate the transactions contemplated hereby and thereby and (b) own, operate or lease the properties and assets now owned, operated or leased by it and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have or could reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority (i) to carry on its business as presently conducted, (aii) to enter into this Agreement and the other Transaction Documents, Agreements and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby thereunder, and (biii) ownto issue, operate or lease sell and deliver the properties and assets now owned, operated or leased by it and to carry on its business as presently conducted and as proposed Note to be conductedissued, sold and delivered to the Investor at the Closing. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have or could reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly incorporated and organized, and is validly existing and in good standing standing, under the laws of the State of Delaware and Delaware. The Company has all the requisite corporate power and authority to (a) enter into and perform this Agreement and all other agreements required to be entered into and performed by the other Transaction DocumentsCompany under this Agreement (the “Company Related Agreements”), to carry out own and operate its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and (b) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as presently conducted and as proposed to be conductedbusiness. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure so to so qualify would have or could reasonably be expected to have a Material Adverse EffectEffect as to the Company.

Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to (a) enter into this Agreement and the other Transaction Documents, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and (b) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as presently conducted and as presently proposed to be conductedconducted and (b) to execute, deliver and perform its obligations under this Agreement. The Company is solvent and is not aware of any fact, matter or circumstance that would be likely to lead to it becoming insolvent. The Company is duly qualified to transact business as a foreign corporation and is in good standing in under the laws of each jurisdiction in which the failure to so qualify would have a material adverse effect on the results of operations, assets, business or could reasonably be expected to have a Material Adverse Effectcondition (financial or otherwise) of the Company.