Common use of Organization, Qualification and Corporate Power Clause in Contracts

Organization, Qualification and Corporate Power. Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Target has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

Organization, Qualification and Corporate Power. The Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. The Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreementrequired. The Target has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

Organization, Qualification and Corporate Power. Target is a corporation limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporationformation. Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required required, except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. Target has full corporate power and authority to carry on the businesses business in which it is engaged and to own and use the properties owned and used by it.

Organization, Qualification and Corporate Power. Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required required, except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. Target has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. ss.4(a) of the Disclosure Schedule lists the directors and officers of Target.

Organization, Qualification and Corporate Power. Target is a corporation duly organizedincorporated, validly existing, and in good standing under the laws of the jurisdiction state of its incorporationIllinois. Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreementrequired. Target has full corporate power and authority to carry on the businesses business in which it is engaged and to own and use the properties owned and used by it.

Organization, Qualification and Corporate Power. Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Target has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

Organization, Qualification and Corporate Power. Target is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation. Target is duly authorized to conduct Target's business as currently conducted and is in good standing under the laws of each jurisdiction where such qualification is required required, except where the lack of such qualification would not have a material adverse effect on the results of operations, assets, business or financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement (a "Target Material Adverse Effect"). Target has full the corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Disclosure Schedule lists the directors and executive officers of Target.

Organization, Qualification and Corporate Power. The Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. The Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreementrequired. The Target has full corporate power and authority to carry on the businesses business in which it is engaged and to own and use the properties owned and used by it.

Organization, Qualification and Corporate Power. The Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. The Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required required, except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this AgreementTarget. Target has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

Organization, Qualification and Corporate Power. Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of for such qualification would failures to qualify as do not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. Target has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

Organization, Qualification and Corporate Power. Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required required, except where the lack of such qualification would not have a material adverse effect on the business, assets (including intangible assets), condition (financial condition or otherwise), capitalization, operations or results of the operations of Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement("Target Material Adverse Effect"). Target has full all necessary corporate power and corporate authority to carry on the businesses in which it is engaged its business as presently conducted and to own and use the properties owned and used by it. Schedule 4.1 of the Target Disclosure Schedules lists the directors and officers of Target.

Organization, Qualification and Corporate Power. Target is a corporation limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporationorganization. Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Target has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

Organization, Qualification and Corporate Power. Target is a corporation limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporationformation. Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Target has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

Organization, Qualification and Corporate Power. The Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. The Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreementrequired. The Target has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and to own and use the properties owned and used by it. ss.4(a) of the Disclosure Schedule lists the directors and officers of the Target. The Target is not in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. The Target is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation with full corporate power and authority to conduct its business as it is now being conducted, to own or use, and to perform all its obligations under this Agreement and any ancillary agreements. The Target is duly authorized qualified to conduct do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Target has full corporate power and authority to carry on the businesses in which it is engaged and to own and either the ownership or use of the properties owned and or used by it, or the nature of the activities conducted by it, requires such qualification.

Organization, Qualification and Corporate Power. The Target is a corporation ----------------------------------------------------- limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporationorganization. The Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreementrequired. The Target has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

Organization, Qualification and Corporate Power. The Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. The Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement ("Material Adverse Effect"). The Target has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Target owns all of the issued and outstanding capital stock of its subsidiaries.

Organization, Qualification and Corporate Power. The Target is a corporation duly organizedincorporated, validly existing, and in good standing under the laws of the jurisdiction State of its incorporationNew York. The Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of the Target taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreementrequired. The Target has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.