Organization of the Companies and the Subsidiaries. Each of the Companies and the Subsidiaries has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation. Each of the Companies and the Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Companies and the Subsidiaries has full corporate (or other organizational) power and authority to own or lease and operate its properties and assets and to carry on its business in the manner that it was conducted immediately prior to the date of this Agreement. The state or jurisdiction of incorporation or organization of each of the Subsidiaries is set forth on Annex A hereto. Except as set forth in Schedule 5.1, Sterling is not and has not been a “commercially domiciled insurer” under the laws of any jurisdiction, and it is not and has not been treated as domiciled in a jurisdiction other than its jurisdiction of incorporation.
Organization of the Companies and the Subsidiaries. Each Company and each Subsidiary is a corporation duly organized or incorporated, validly existing and, in such jurisdictions where such concept is relevant, in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate power and authority to carry on its business as it is now being conducted. Each Company and each Subsidiary is duly qualified to do business and is in good standing as a foreign corporation in the jurisdictions listed on Section 2.04 of the Disclosure Schedule, which constitute all jurisdictions where the nature of the property owned or leased by it, or the nature of the business conducted by it, makes such qualification necessary and the absence of such qualification would not have a material adverse effect on the business, assets, financial condition or results of operations of the Companies and the Subsidiaries taken as a whole (a "Material Adverse Effect"). True and complete copies of the organizational documents and by-laws of each Company and each Subsidiary have previously been delivered or made available to Buyer.
