Common use of Organization of Seller and Parent Clause in Contracts

Organization of Seller and Parent. Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to conduct its business as it is presently being conducted and to own the Stock. Parent is duly organized, validly existing and in good standing under the laws of the State of New York and has full corporate power and authority to conduct its business as it is presently being conducted.

Organization of Seller and Parent. Seller is and Parent are corporations duly organized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware. Seller is duly authorized to conduct business, including the Business, and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not reasonably be expected to have a Material Adverse Effect. Seller has full corporate power and authority to conduct its carry on the business as in which it is presently being conducted engaged and to own and use the Stock. Parent is duly organized, validly existing properties owned and in good standing under the laws of the State of New York and has full corporate power and authority to conduct its business as it is presently being conductedused by it.

Organization of Seller and Parent. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has full corporate power and authority to conduct its business as it is presently being conducted and to own the StockDelaware. Parent is duly organizeda public limited company, validly existing and in good standing under the laws of the State England and Wales. Each of New York Seller and Parent has full corporate power and authority to conduct execute and deliver this Agreement and the Escrow Agreement and to perform its business as it is presently being conductedrespective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including without limitation to own, hold, sell or cause to sell and transfer (pursuant to this Agreement) the Shares.