Common use of Organization; Good Standing Clause in Contracts

Organization; Good Standing. The Company is a corporation duly organized, validly existing and in good standing under Delaware Law, and has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be in good standing would not have a Company Material Adverse Effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered or made available to Newco complete and correct copies of the Charter and bylaws of the Company, each as amended to date. The Company is not in violation of the Charter or its bylaws.

Organization; Good Standing. The Company (a) is a corporation duly organized, validly existing and in good standing under Delaware Law, pursuant to the DGCL; and (b) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease lease, license or operate its properties and assets, except where the failure to be in good standing would not have a Company Material Adverse Effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties and assets owned or leased or the nature of its activities make such qualification necessary (to the extent that the concept of “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered or made available to Newco Parent true, correct and complete and correct copies of the Charter and bylaws of the CompanyBylaws, each as amended to date. The Company is not in violation of the Charter or its bylawsthe Bylaws.

Organization; Good Standing. The Company (a) is a corporation duly organizedincorporated, validly existing and in good standing under Delaware Law, pursuant to the DGCL; and (b) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be in good standing would not have a Company Material Adverse Effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (to the extent that the concept of “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered or made available to Newco Parent true, correct and complete and correct copies of the Charter and bylaws of the CompanyBylaws, each as amended to dateas of the Agreement Date. The Company is not in violation of the Charter or its bylawsthe Bylaws in any material respect.

Organization; Good Standing. The Company (a) is a corporation duly organizedincorporated, validly existing and in good standing under Delaware Law, pursuant to the DGCL; and (b) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be in good standing would not have a Company Material Adverse Effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (to the extent that the concept of “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered or made available to Newco Parent true, correct and complete and correct copies of the Charter and bylaws the Amended and Restated Bylaws of the Company, each as amended to dateCompany (the “Bylaws”). The Company is not in violation of the Charter or its bylawsthe Bylaws.

Organization; Good Standing. The Company (a) is a corporation duly organizedincorporated, validly existing and in good standing under Delaware Law, pursuant to the DGCL; and (b) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be in good standing would not have a Company Material Adverse Effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (to the extent that the concept of “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered or made available to Newco Parent true, correct and complete and correct copies of the Charter and bylaws the Bylaws of the Company, each as amended to dateCompany (the “Bylaws”). The Company is not in violation of the Charter or its bylawsthe Bylaws.

Organization; Good Standing. The Company is a corporation duly organized, validly existing and in good standing under Delaware Maryland Law, and has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be in good standing would not have a Company Material Adverse Effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered or made available to Newco complete and correct copies of the Charter and bylaws of the Company, each as amended to date. The Company is not in material violation of the Charter or its bylaws.

Organization; Good Standing. The Company (a) is a corporation duly organizedincorporated, validly existing and in good standing under Delaware Law, pursuant to the DGCL; and (b) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be in good standing would not have a Company Material Adverse Effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties and assets owned or leased or the nature of its activities make such qualification necessary (to the extent that the concept of “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered or made available to Newco Parent true, correct and complete and correct copies of the Charter and bylaws of the CompanyBylaws, each as amended to date. The Company is not in violation of the Charter or its bylawsthe Bylaws.

Organization; Good Standing. The Company (a) is a corporation duly organized, validly existing and in good standing under Delaware Law, pursuant to the DGCL; and (b) has the requisite corporate power and authority to conduct its Table of Contents business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be in good standing would not have a Company Material Adverse Effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (to the extent that the concept of “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered or made available to Newco Parent true, correct and complete and correct copies of the Charter and bylaws the Amended and Restated Bylaws of the CompanyCompany (the “Bylaws”), each as amended to date. The Company is not in violation of the Charter or its bylawsthe Bylaws.

Organization; Good Standing. The Company (a) is a corporation duly organized, validly existing and in good standing under Delaware Law, pursuant to the DGCL; and (b) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be in good standing would not have a Company Material Adverse Effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties and assets owned or leased or the nature of its activities make such qualification necessary (to the extent that the concept of “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered or made available to Newco Parent true, correct and complete and correct copies of the Charter and bylaws of the CompanyBylaws, each as amended to date. The Company is not in violation of the Charter or its bylawsthe Bylaws.

Organization; Good Standing. The Company (a) is a corporation duly organized, validly existing and in good standing under Delaware Law, pursuant to the DGCL; and (b) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be in good standing would not have a Company Material Adverse Effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties and assets owned or leased or the nature of its activities make such qualification necessary (to the extent that the concept of “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered or made available to Newco Parent true, correct and complete and correct copies of the Charter and bylaws of the Company, each as amended to dateBylaws. The Company is not in violation of the Charter or its bylawsthe Bylaws.