Common use of Organization of Parent and Merger Sub Clause in Contracts

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and incorporation; has all requisite the corporate power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and is duly qualified to do business and in good standing as a foreign corporation, to conduct its business corporation in the manner each jurisdiction in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications qualified would not, individually or in the aggregate, have a Parent Material Adverse Effect on Parent.Effect. As used in this Agreement, the term “

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, authority to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on ParentParent and Merger Sub, respectively.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation in which it is organized; and (ii) has all requisite the corporate or limited liability company or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to do carry on its business as a foreign corporation, to conduct its business in the manner in which its business is currently now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to do carry on its business as a foreign corporation, to conduct its business in the manner in which its business is currently now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.A-17

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation in which it is organized; and (ii) has all requisite corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and properties and to do carry on its business as a foreign corporationnow being conducted except, to conduct its business in the manner in case of clause (ii) for those authorizations, qualifications and licenses, the absence of which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on ParentParent and Merger Sub, respectively.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation duly organizedcorporation, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parentincorporation.

Organization of Parent and Merger Sub. (a) Each Parent is a limited partnership duly organized, validly existing and in good standing under the laws of Parent its jurisdiction of organization and has all requisite limited partnership power to own, lease and operate its property and to carry on its business as now being conducted. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation organization and has all requisite corporate power to own, lease and authority, operate its property and all requisite qualifications to do carry on its business as a foreign corporation, to conduct its business in the manner in which its business is currently now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parentformation.

Organization of Parent and Merger Sub. (a) Each of Parent is a limited liability company and Merger Sub is a corporation corporation, and each is duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its incorporation formation and has all requisite corporate power to own, lease and authority, operate its property and all requisite qualifications to carry on its business as now being conducted and is duly qualified or licensed to do business as a foreign corporation, to conduct its business and is in the manner good standing in each jurisdiction in which its business is currently being conducted, except where the failure to be so organized, existing qualified or in good standing or licensed would reasonably be expected to have such power, authority or qualifications would not, individually or in the aggregate, have a Parent Material Adverse Effect on Parent.Effect. For purposes of this Agreement, “Parent Material

Organization of Parent and Merger Sub. (a) Each Parent is a corporation duly organized, validly existing and in good standing under the laws of Parent its jurisdiction of organization and has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation organization and has all requisite corporate power to own, lease and authority, operate its property and all requisite qualifications to do carry on its business as a foreign corporation, to conduct its business in the manner in which its business is currently now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation (or other entity) duly organized, validly existing existing, and in good standing under the laws Applicable Law of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing (or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parentother formation).

Organization of Parent and Merger Sub. (a) Each of Parent and each Merger Sub is a corporation duly organizedor limited liability company, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business it is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation duly organizedformed, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parentorganization.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parentincorporation.

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation (or other entity) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing (or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parentother formation).

Organization of Parent and Merger Sub. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and incorporation; has all requisite the corporate power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and is duly qualified to do business and in good standing as a foreign corporation, to conduct its business corporation in the manner each jurisdiction in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications qualified would not, individually or in the aggregate, have a Parent Material Adverse Effect on Parent.Effect. As used in this Agreement, the term "