Common use of ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING Clause in Contracts

ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted. The Company is duly qualified and in good standing to transact business as a foreign corporation in those jurisdictions set forth on Schedule -------- 4.1(a), which constitute all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity or the nature of the business or activities conducted by such entity makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the Company's Charter and the Company's By-Laws, in each case as amended and in effect on the date hereof. (b) Each Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted. Each Subsidiary is duly qualified and in good standing to transact business as a foreign corporation in those jurisdictions set forth on Schedule -------- 4.1(b), which constitute all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity or the nature of the business or activities conducted by such entity makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the organizational documents of each Subsidiary, including all certificates or articles of incorporation, formation, or partnership, all bylaws, partnership agreements, operating agreements, limited liability company agreements or other organizational documents, in each case as amended and in effect on the date hereof. (c) Except as set forth on Schedule 4.1(c), neither the Company nor --------------- any Subsidiary has (i) within the last three years, engaged in any business other than the Business and (ii) used within the last three years any other trade name or assumed names.

ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. (a) The Company Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation and Delaware. Purchaser has all requisite limited liability company power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on conduct its business as presently now being conducted. The Company Purchaser is duly qualified and in good standing to transact do business as a foreign corporation limited liability company and is in those jurisdictions set forth on Schedule -------- 4.1(a), which constitute all the jurisdictions good standing in which each jurisdiction where the character of the ------ property owned, owned or leased or operated by such entity Purchaser or the nature of the business or Purchaser’s activities conducted by such entity makes such qualification necessary, except where the failure to be so qualify qualified would not reasonably be expected to have have, individually or in the aggregate, a Purchaser Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the Company's Charter and the Company's By-Laws, in each case as amended and in effect on the date hereof. (b) Each Subsidiary is duly organized, validly existing and in good standing under Purchaser has the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate to execute, deliver and otherwise) perform its obligations under this Agreement and the Ancillary Agreements to own, lease which it is a party. The execution and operate delivery of this Agreement and the Ancillary Agreements to which it is a party and the performance by Purchaser of its assets obligations hereunder and properties and under the Ancillary Agreements to carry on its business as presently conducted. Each Subsidiary which it is a party in connection with the Contemplated Transactions have been duly qualified and in good standing to transact business as a foreign corporation in those jurisdictions set forth on Schedule -------- 4.1(b), which constitute authorized by all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity or the nature of the business or activities conducted by such entity makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the organizational documents of each Subsidiary, including all certificates or articles of incorporation, formation, or partnership, all bylaws, partnership agreements, operating agreements, requisite limited liability company agreements action on the part of Purchaser. This Agreement and each Ancillary Agreement to which it is a party has been validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes, and each Ancillary Agreement to which it is a party that is to be executed and delivered by Purchaser will constitute when executed and delivered by Purchaser (assuming that such Ancillary Agreement to which it is a party has been duly authorized, executed and delivered by the other parties thereto to the extent applicable), a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or other organizational documents, in each case as amended and in effect on laws of general application relating to or affecting the date hereofenforcement of creditors’ rights generally. (c) Except as set forth on Schedule 4.1(c), neither the Company nor --------------- any Subsidiary has (i) within the last three years, engaged in any business other than the Business and (ii) used within the last three years any other trade name or assumed names.

ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. (a) The Company Each Seller that is a corporation corporation, is duly organized, and each Seller is validly existing and in good standing under the laws Laws of the its jurisdiction of its incorporation and or organization. Each Seller has all requisite the necessary corporate, limited liability company or partnership power and authority (corporate to execute, deliver and otherwise) perform its obligations under this Agreement and each of the Related Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Each Seller has all necessary corporate, limited liability company, or partnership power and authority and all Permits required to own, lease and operate its assets and properties Assets and to carry on its business as presently currently conducted. The Company . (b) Each Seller is duly qualified and in good standing to transact business as a foreign corporation Person in those jurisdictions set forth opposite its name on Schedule -------- 4.1(a5.1(b), which constitute all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity Seller or the nature of the business or activities conducted by such entity Seller makes such qualification necessary, except where the failure to be so qualify qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the Company's Charter and the Company's By-Laws, in each case as amended and in material adverse effect on the date hereof. (b) Each Subsidiary is duly organizedbusiness, validly existing and in good standing under the laws operations, Assets, liabilities, financial condition or results of the jurisdiction operations of its incorporation and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted. Each Subsidiary is duly qualified and in good standing to transact business as a foreign corporation in those jurisdictions set forth on Schedule -------- 4.1(b), which constitute all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity or the nature of the business or activities conducted by such entity makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the organizational documents of each Subsidiary, including all certificates or articles of incorporation, formation, or partnership, all bylaws, partnership agreements, operating agreements, limited liability company agreements or other organizational documents, in each case as amended and in effect on the date hereofSeller. (c) Except as set forth The execution and delivery by each of the Sellers of this Agreement and each Related Document to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary action on Schedule 4.1(c)the part of such Seller and the stockholders, neither members or partners thereof, none of which actions have been modified or rescinded and all of which actions remain in full force and effect. Each of the Company nor --------------- Stockholder and D. Xxxxxx has the full and unrestricted right, power and authority and the requisite capacity to execute and deliver this Agreement and the Related Documents to which he is or will be a party, to perform his obligations under this Agreement and any Subsidiary Related Document to which he is a party, and to consummate the transactions contemplated hereby and thereby. This Agreement and each Related Document to which any Seller, the Stockholder or D. Xxxxxx is or will be a party has been or upon the execution thereof will be, duly and validly executed and delivered by a duly authorized representative of each Seller and by the Stockholder and D. Xxxxxx, and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of such Seller and the Stockholder and D. Xxxxxx, enforceable against such Seller and the Stockholder and D. Xxxxxx in accordance with its terms. (d) Each Seller has not, within the last five years, (i) within used any trade names or assumed names other than the last three years, engaged in trade names or assumed names set forth opposite its name on Schedule 5.1(d) or (ii) operated any business other than the Business and (ii) used within the last three years any other trade name or assumed namesBusiness.

ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. (a) The Company PDI is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation New York. Each of DrugTech and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted. The Company KVP is duly qualified and in good standing to transact business as a foreign corporation in those jurisdictions set forth on Schedule -------- 4.1(a), which constitute all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity or the nature of the business or activities conducted by such entity makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the Company's Charter and the Company's By-Laws, in each case as amended and in effect on the date hereof. (b) Each Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conductedDelaware. Each Subsidiary Seller is duly qualified and in good standing to transact do business as a foreign corporation and is in those jurisdictions set forth on Schedule -------- 4.1(b), which constitute all the jurisdictions good standing in which each jurisdiction where the character of the ------ property owned, owned or leased or operated by such entity Seller or the nature of the business or such Seller’s activities conducted by such entity makes such qualification necessary, except where the failure to be so qualify qualified would not reasonably be expected to have have, individually or in the aggregate, a Seller Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the organizational documents of each Subsidiary, including all certificates or articles of incorporation, formation, or partnership, all bylaws, partnership agreements, operating agreements, limited liability company agreements or other organizational documents, in each case as amended and in effect on the date hereof. (cb) Except Each Seller and KVP has the requisite corporate power and authority to execute, deliver and perform its respective obligations under this Agreement and the Ancillary Agreements to which it is a party. The execution and delivery of this Agreement and the Ancillary Agreements to which either Seller or KVP is a party and the performance of all of each Seller’s and KVP’s obligations hereunder and under the Ancillary Agreements to which it is a party in connection with the Contemplated Transactions have been duly authorized by all requisite corporate action on the part of each Seller and KVP. This Agreement and each Ancillary Agreement to which either Seller or KVP is a party, as set forth on Schedule 4.1(capplicable, has been validly executed and delivered by each Seller and KVP, as applicable, and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes, and each Ancillary Agreement to which each Seller or KVP is a party that is to be executed and delivered by such Seller or KVP, as applicable, will constitute when executed and delivered by such Seller or KVP, as applicable (assuming that such Ancillary Agreement to which it is a party has been duly authorized, executed and delivered by the other parties thereto to the extent applicable), neither a valid and binding obligation of such Seller or KVP, as applicable, enforceable against such Seller and KVP, as applicable, in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the Company nor --------------- enforcement of creditors’ rights generally. PDI represents that it is qualified to do business in the State of Missouri. KVP owns one hundred percent (100%) of the equity interest in each Seller. Neither Seller has any Subsidiary has (i) within the last three years, engaged in any business other than the Business and (ii) used within the last three years any other trade name or assumed namesSubsidiaries.

ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. (a) The Company Each Seller that is a corporation corporation, is duly organized, and each Seller is validly existing and in good standing under the laws Laws of the its jurisdiction of its incorporation and or organization. Each Seller has all requisite the necessary corporate, limited liability company or partnership power and authority (corporate to execute, deliver and otherwise) perform its obligations under this Agreement and each of the Related Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Each Seller has all necessary corporate, limited liability company, or partnership power and authority and all Permits required to own, lease and operate its assets and properties Assets and to carry on its business as presently currently conducted. The Company . (b) Each Seller is duly qualified and in good standing to transact business as a foreign corporation Person in those jurisdictions set forth opposite its name on Schedule -------- 4.1(a5.1(b), which constitute all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity Seller or the nature of the business or activities conducted by such entity Seller makes such qualification necessary, except where the failure to be so qualify qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the Company's Charter and the Company's By-Laws, in each case as amended and in material adverse effect on the date hereof. (b) Each Subsidiary is duly organizedbusiness, validly existing and in good standing under the laws operations, Assets, liabilities, financial condition or results of the jurisdiction operations of its incorporation and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted. Each Subsidiary is duly qualified and in good standing to transact business as a foreign corporation in those jurisdictions set forth on Schedule -------- 4.1(b), which constitute all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity or the nature of the business or activities conducted by such entity makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the organizational documents of each Subsidiary, including all certificates or articles of incorporation, formation, or partnership, all bylaws, partnership agreements, operating agreements, limited liability company agreements or other organizational documents, in each case as amended and in effect on the date hereofSeller. (c) Except as set forth The execution and delivery by each of the Sellers and the Trust of this Agreement and each Related Document to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary action on Schedule 4.1(c)the part of such Seller and the stockholders, neither members, partners or trustees thereof, none of which actions have been modified or rescinded and all of which actions remain in full force and effect. Each of the Company nor --------------- Greenbriar Stockholders has the full and unrestricted right, power and authority and the requisite capacity to execute and deliver this Agreement and the Related Documents to which he is or will be a party, to perform his obligations under this Agreement and any Subsidiary Related Document to which he is a party, and to consummate the transactions contemplated hereby and thereby. This Agreement and each Related Document to which any Seller, the Trust or the Greenbriar Stockholders is or will be a party has been or upon the execution thereof will be, duly and validly executed and delivered by a duly authorized representative of each Seller and the Trust and by such Greenbriar Stockholder, and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of such Seller, the Trust and such Greenbriar Stockholder, enforceable against such Seller, the Trust and such Greenbriar Stockholder in accordance with its terms. (d) Each Seller has not, within the last five years, (i) within used any trade names or assumed names other than the last three years, engaged in trade names or assumed names set forth opposite its name on Schedule 5.1(d) or (ii) operated any business other than the Business and (ii) used within the last three years any other trade name or assumed namesBusiness.