ORGANIZATION OF THE INTEGRATED. The Integrated is a corporations duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; has the corporate power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted and as proposed to be conducted; and is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified would not have a Material Adverse Effect (as defined herein) on the Integrated. The Integrated has delivered to the Parent a true and complete list of all of the Parent's subsidiaries, indicating the jurisdiction of incorporation of each subsidiary and listing the shareholders of each such subsidiary and the number of shares held by each such shareholder. Integrated has delivered or made available to the Parent a true and correct copy of the Certificate of Incorporation and Bylaws of Integrated and similar governing instruments of each of its subsidiaries, each as amended to date, and each such instrument is in full force and effect. Integrated is not in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent governing instruments.
ORGANIZATION OF THE INTEGRATED. Integrated is a corporations duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; has the corporate power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted and as proposed to be conducted; and is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified would not have a Material Adverse Effect (as defined herein) on Integrated. Integrated has delivered or made available to the Parent a true and correct copy of the Certificate of Incorporation and Bylaws of Integrated, each as amended to date, and each such instrument is in full force and effect. Integrated is not in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent governing instruments.
