Common use of Organization; Powers Clause in Contracts

Organization; Powers. The Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing (to the extent such concept is applicable) under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business inbusiness, and is in good standing in(to the extent such concepts are applicable), in every jurisdiction where such qualification is required.

Organization; Powers. The Company It and each of the Material its Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite the power and authority to carry on its business as now conducted and, except where the failure to do be so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, in each case except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Organization; Powers. The Company Each of the Borrowers and each of the Material Subsidiaries Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business in all material respects as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business inbusiness, and is in good standing instanding, in every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary and the jurisdiction of its incorporation or organization, as the case may be.

Organization; Powers. The Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to own or lease its properties and to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Company and each of the Material its Significant Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Significant Subsidiaries is duly organized, validly existing and in good standing (to the extent such concept is recognized in the jurisdiction of organization thereof) under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization and has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) is qualified to do business in, in and (b) is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business inbusiness, and is in good standing instanding, in every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to own or lease and operate its properties and assets and to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Company and each of the its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectChange, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted andBusiness, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its -------------------- Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing standing, where relevant, under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectChange, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing (to the extent such concept is recognized in the jurisdiction of organization thereof) under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected materially likely to result in have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its --------------------- Subsidiaries is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do sobe so qualified, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, the jurisdiction of its organization and every other jurisdiction where such qualification is required.

Organization; Powers. The Company and each of the Material Subsidiaries is duly organized, -------------------- validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such that qualification is required.

Organization; Powers. The Each of the Company and each of the its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good 48 standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and (to the extent such concept is applicable) in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is -------------------- duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted on or after the Spin-off Date, and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationrespective organization, (b) has all requisite power and authority to carry on its business as now conducted and, in which it is engaged and presently proposes to engage and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to own or lease its properties and to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. SECTION 3.02.

Organization; Powers. The Each of the Company and each of the Material its -------------------- Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted (after giving effect to the Transactions) and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.. 173

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing (to the extent such concept is recognized in the jurisdiction of organization thereof) under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected materially likely to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Significant Subsidiaries is duly incorporated or organized, as applicable, validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, to the extent applicable, is in good standing in, every jurisdiction where such qualification is required, except in each case (other than being validly existing) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Company and each Each of the Material Company, the --------------------- Borrowers and their Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is requiredin which failure to be so qualified and in good standing could have a Material Adverse Effect.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not CREDIT AGREEMENT reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Company Each Obligor and each of the Material its Significant Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent applicable) in, every jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do sobe so qualified, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, the jurisdiction of its organization and every other jurisdiction where such qualification is required.

Organization; Powers. The Each of the Company and each of the its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted on or after the Spin-off Date and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.