Common use of Organization of the Company Clause in Contracts

Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation duly organized incorporated and validly existing and in good standing under the laws of the State of Delaware and has all requisite power and corporate authority to own, lease and operate own its properties and to carry on its business as now being conductedconducted except as described in the SEC Documents. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not reasonably be expected to have a Material Adverse Effect.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation qualified, licensed or admitted to do business and is in good standing in every jurisdiction those jurisdictions in which the ownership, use or leasing of its Assets and Properties or the conduct or nature of the its business conducted or property owned by it makes such qualification qualification, licensing or admission necessary, other than those except for such failures to be so qualified, licensed, admitted or in good standing which will not, individually or in the failure so to qualify would not aggregate, have a Material Adverse Effectmaterial adverse effect on the Business or Condition of the Company.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite power and authority to ownDelaware, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation qualified, licensed or admitted to do business and is in good standing in every jurisdiction those jurisdictions in which the ownership, use or leasing of its Assets and Properties or the conduct or nature of the business conducted or property owned by it its business, makes such qualification qualification, licensing or admission necessary, other than those in which except where the failure to be so to qualify would not qualified, licensed, admitted or in good standing will not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Business or Condition of the Company.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. The Company has all the requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conductedand own its Assets and Properties except where failure to have such power and authority would not have a Material Adverse Effect on the Business. The Company is duly qualified as a foreign corporation to do conduct its respective business and is in good standing in every under the laws of each jurisdiction in which the nature of the business conducted or property owned by it makes where such qualification necessary, other than those in which the is required except for any jurisdiction where failure so to qualify would not have a Material Adverse EffectEffect upon the Business.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation licensed under all applicable laws, regulations, ordinances or orders of public authorities, or otherwise, to do carry on its business in the places and is in good standing in every jurisdiction in the manner now and heretofore conducted, the failure to obtain which would not materially adversely affect the nature assets, properties, business, operations or financial condition of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse EffectCompany.

Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effectmaterial adverse effect on the business, operations, properties, prospects or condition (financial or otherwise) of the Company.

Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite power and corporate authority to own, lease and operate own its properties and to carry on its business as now being conducted. Except as set forth in the SEC Documents, the Company does not have any subsidiaries. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation duly organized incorporated and validly existing and in good standing under the laws of the State of Delaware and has all requisite power and corporate authority to own, lease and operate own its properties and to carry on its business as now being conductedconducted except as described in the Company Documents. The Company is duly qualified to do business as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not reasonably be expected to have a Material Adverse Effect.

Organization of the Company. (a) The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority to own, lease and operate own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted failure to be so qualified would have or property owned by it makes such qualification necessary, other than those in which the failure so would reasonably be expected to qualify would not have a Material Adverse EffectEffect on the Company, as defined in Section 2.1(b) below.

Organization of the Company. The Company is a corporation duly organized and --------------------------- incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified to transact business as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effectis required.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority to own, lease and operate own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature failure to be so qualified would be material. The Company has delivered a true and correct copy of the business conducted or property owned by it makes such qualification necessaryits Certificate of Incorporation and Bylaws, other than those in which the failure so each as amended to qualify would not have a Material Adverse Effectdate, to Parent.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedDelaware. The Company is duly qualified as a foreign corporation to do conduct business and is in good standing in every under the Laws of each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those is required except in which such jurisdictions where the lack of such qualification or the failure so to qualify be in good standing would not not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organizational Documents of the Company as amended to the date of this Agreement have been made available to Parent.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power powers and authority to ownall governmental licenses, lease authorizations, consents and operate its properties and approvals required to carry on its business as each is now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction all jurisdictions in which the nature conduct of the its business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with all requisite corporate power and authority to own, lease and operate its properties conduct the Business as it is presently being conducted and to carry on its business own or lease, as now being conductedapplicable, the Assets owned or leased by it. The Company is duly qualified as a foreign corporation to do business and is in good standing in every each foreign jurisdiction in which the nature of the business conducted or property owned by it makes where such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effectis required.

Organization of the Company. The Company is a corporation duly organized and Delaware limited liability company formed, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company is qualified to do business and in good standing in each jurisdiction which the ownership or leasing of its properties or the conduct of its Business requires qualification. The Company has all requisite full power and authority to own, lease and operate own its properties assets and to carry on its business Business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation --------------------------- duly organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite power and corporate authority to own, lease and operate own its properties and to carry on its business as now being conducted. Except as set forth in the SEC Documents, the Company does not have any subsidiaries. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation Delaware corporation, duly organized and formed, validly existing and in good standing under the laws of the State its state of Delaware organization and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do conduct its business and is in good standing in every each jurisdiction in which where the nature of its activities or properties or the conduct of its business conducted or property owned by it makes such qualification necessary, other than those in which requires the failure Company to be so to qualify would not have a Material Adverse Effect.qualified;

Organization of the Company. The Company is a corporation duly organized and --------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority to own, lease and operate own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure to be so to qualify qualified would not have a Material Adverse Effect.Effect (as defined in Section 9.3)

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority to own, operate, distribute and lease and operate its properties and to carry on conduct its business as now being conducted. The Company conducted and is duly qualified as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to qualify would not have result in a Material Adverse EffectEffect to the Company. The Company is not in violation of any of the provisions of its Charter Documents.

Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and Delaware. The states in which the Company is qualified to do business are set forth on 1. The Company has all requisite necessary corporate power and authority to own, lease and operate its properties and to carry on conduct its business as now it is currently being conducted. The Except as set forth on Schedule 2.1, the Company is duly qualified as a foreign corporation to do business did not own, directly or indirectly, any equity interest in any corporation, partnership, joint venture, or other entity and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would did not have a Material Adverse Effectany subsidiaries as of March 7, 2000.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority to own, lease and operate own its properties and to carry on its business as now being conductedbusiness. The Company is duly qualified as a foreign corporation or licensed to do business and is in good standing as a foreign corporation in every each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessaryconducts business, other than those in which except where the failure to so to qualify would will not have cause a Material Adverse EffectEffect on the Company.

Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and Delawareand has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite power and corporate authority to own, lease and operate own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware; has all requisite power and authority to own, own or lease and operate its properties and to carry on its business as now being conducted and proposed to be conducted. The Company ; and is duly qualified or licensed to do business as a foreign corporation to do business and is in good standing in every jurisdiction each jurisdictions in which it conducts business and where the nature failure to be so qualified or licensed would have a material adverse effect on the business, assets, operations, results of operations or financial condition of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse EffectCompany.

Organization of the Company. The Company is a corporation limited liability company duly organized and formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite with full organizational power and authority to own, lease and operate its properties and to carry on its business as now being conductedconduct the Business. The Company is duly qualified as a foreign corporation or licensed to do business as a limited liability company and is in good standing in every each jurisdiction in which the nature conduct of the business conducted or property owned by it makes Business requires such qualification necessaryqualification, other than those in which except where the failure to be so to qualify qualified or in good standing would not have a Material Adverse Effectmaterial adverse effect on the Company’s ability to conduct the Business. The Company has no direct or indirect subsidiaries and does not hold any ownership interest in any Person.

Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware; has all requisite power and authority to own, own or lease and operate its properties and to carry on its business as now being conducted and proposed to be conducted. The Company ; and is duly qualified or licensed to do business as a foreign corporation to do business and is in good standing in every jurisdiction each jurisdictions in which the nature of the it conducts business conducted or property owned by it makes such qualification necessary, other than those in which and where the failure to be so to qualify qualified or licensed would not have a Material Adverse Effectmaterial adverse effect on the business, assets.