Organization of Parent Merger Sub. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power to carry on its business as now being conducted, and is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which such qualification is required by virtue of the nature of activities conducted by it, except to the extent that the failure to be so qualified and in good standing could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. In this Agreement, the term "MATERIAL ADVERSE EFFECT" used in reference to the Parent means any event, change, circumstance, condition or effect which, when considered with all other events, changes, circumstances, conditions or effects, has, or any development that would reasonably be expected to have, a material adverse effect on the results of operations, financial condition, assets, liabilities, business or prospects of Parent and its subsidiaries, taken as a whole, other than general changes in economic conditions or the educational services industry, each considered alone without regard to any other effects, changes, events, circumstances or conditions, and other than any adverse change, event or effect that is demonstrated by Parent to be primarily caused by the pendency of the Merger or the transactions contemplated hereby. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the company power to carry on its business as now being conducted.
Organization of Parent Merger Sub. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business and is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership, leasing, holding or use of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or licensed or in good standing would not reasonably be expected to have a material adverse effect on the ability of Parent and Merger Sub to consummate the Transactions.
