Common use of Organization of Parent Clause in Contracts

Organization of Parent. (a) Except as set forth on Part 3.1(a) of the Parent Schedules, Parent does not own any capital stock of, or any equity interest of any nature in, any other entity, except for passive investments in equity interests of public companies as part of the cash management program of Parent. Neither Parent nor any of its subsidiaries has agreed or is obligated to make, or is bound by any contract under which contract it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Parent nor any of its subsidiaries has, at any time, been a general partner of any general partnership, limited partnership or other entity. (b) Parent and each of its subsidiaries (including 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 necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Parent and each of its subsidiaries (including Merger Sub) is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to so qualify would have a Material Adverse Effect on Parent. (d) Parent has delivered or made available to the Company a true and correct copy of the Certificate of Incorporation (including any Certificate of Designations) and Bylaws of Parent and similar governing instruments of each of its subsidiaries (including Merger Sub), each as amended to date (collectively, the "PARENT CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Parent is not in violation of any of the provisions of the Parent Charter Documents. None of Parent's subsidiaries (including Merger Sub) is in violation of any of the provisions of its Articles or Certificate of Incorporation or Bylaws or other similar governing instruments, except for such violations as are not material to Parent and its subsidiaries taken as a whole. (e) Parent has delivered or made available to the Company all proposed or considered amendments to the Parent Charter Documents.

Organization of Parent. (a) Except as set forth on Part 3.1(a) of Parent Schedules and as of the Parent Schedulesdate of this Agreement, Parent does not own any capital stock of, or any equity interest of any nature in, any other entity, except for passive investments in equity interests of public companies as part of the cash management program of Parent. Neither Unless otherwise indicated, references to "Parent" throughout this Agreement shall mean Parent nor any and its subsidiaries, taken as a whole. As of its subsidiaries the date of this Agreement, Parent has not agreed or and is not obligated to make, or is nor bound by any contract under which contract it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Parent nor any of its subsidiaries hashas not, at any time, been a general partner of any general partnership, limited partnership or other entity. (b) Parent and each of its subsidiaries (including 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 necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Parent and each of its subsidiaries (including Merger Sub) is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to so qualify would have a Material Adverse Effect (as defined in Section 8.3) on Parent. (d) Parent has delivered or made available to the Company a true and correct copy of the Certificate of Incorporation (including any Certificate of Designations) and Bylaws of Parent and similar governing instruments of each of its subsidiaries (including Merger Sub)subsidiaries, each as amended to date (collectively, the "PARENT CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Parent is not in violation of any of the provisions of the Parent Charter Documents. None of Parent's subsidiaries (including Merger Sub) is in violation of any of the provisions of its Articles or Certificate of Incorporation or Bylaws or other similar governing instruments, except for such violations as are not material to Parent and its subsidiaries taken as a whole. (e) Parent has delivered or made available to the Company all proposed or considered amendments to the Parent Charter Documents.

Organization of Parent. (a) Except as set forth on Part 3.1(a) of Parent Schedules and as of the Parent Schedulesdate of this Agreement, Parent does not own any capital stock of, or any equity interest of any nature in, any other entity, except for passive investments in equity interests of public companies as part of the cash management program of Parent. Neither Unless otherwise indicated, references to "Parent" throughout this Agreement shall mean Parent nor any and its subsidiaries, taken as a whole. As of its subsidiaries the date of this Agreement, Parent has not agreed or and is not obligated to make, or is nor bound by any contract under which contract it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Parent nor any of its subsidiaries hashas not, at any time, been a general partner of any general partnership, limited partnership or other entity. (b) Parent and each of its subsidiaries (including 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 necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Parent and each of its subsidiaries (including Merger Sub) is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to so qualify would have a Material Adverse Effect (as defined in Section 8.3) on Parent. (d) Parent has delivered or made available to the Company a true and correct copy of the Certificate of Incorporation (including any Certificate of Designations) and Bylaws of Parent and similar governing instruments of each of its subsidiaries (including Merger Sub)subsidiaries, each as amended to date (collectively, the "PARENT CHARTER DOCUMENTSParent Charter Documents"), and each such instrument is in full force and effect. Parent is not in violation of any of the provisions of the Parent Charter Documents. None of Parent's subsidiaries (including Merger Sub) is in violation of any of the provisions of its Articles or Certificate of Incorporation or Bylaws or other similar governing instruments, except for such violations as are not material to Parent and its subsidiaries taken as a whole. (e) Parent has delivered or made available to the Company all proposed or considered amendments to the Parent Charter Documents.

Organization of Parent. (a) Except as set forth on Parent has no subsidiaries, except for the corporations identified in Part 3.1(a3.1(a)(i) of the Parent Schedules, ; and neither Parent does not own nor any of the corporations identified in Part 3.1(a)(i) of the Parent Schedules owns any capital stock of, or any equity interest of any nature in, any other entity, other than the entities identified in Part 3.1(a)(ii) of the Parent Schedules, except for passive investments in equity interests of public companies as part of the cash management program of Parent. Neither (Where appropriate, Parent nor any and each of its subsidiaries are referred to singularly and/or collectively in this Agreement as the "PARENT"). Parent has not agreed or and is not obligated to make, or is nor bound by any contract Contract under which contract Contract it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Parent nor any of its subsidiaries hashas not, at any time, been a general partner of any general partnership, limited partnership or other entity. (b) Parent and each of its subsidiaries (including 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 necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Parent and each of its subsidiaries (including Merger Sub) is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to so qualify would have a Material Adverse Effect on Parent. (d) Parent has delivered or made available to the Company a true and correct copy of the Certificate of Incorporation (including any Certificate of Designations) and Bylaws of Parent and similar governing instruments of each of its subsidiaries (including Merger Sub)subsidiaries, each as amended to date (collectively, the "PARENT CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Parent is not in violation of any of the provisions of the Parent Charter Documents. None of Parent's subsidiaries (including Merger Sub) is in violation of any of the provisions of its Articles or Certificate of Incorporation or Bylaws or other similar governing instruments, except for such violations as are not material to Parent and its subsidiaries taken as a whole. (e) Parent has delivered or made available to the Company parent all proposed or considered amendments to the Parent Charter Documents.