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

Organization, Qualification and Corporate Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer 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. Buyer 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. §4(a) of the Disclosure Schedule lists the directors and officers of Buyer.

Organization, Qualification and Corporate Power. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer 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. Buyer 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. §4(a) of the Disclosure Schedule lists the directors and officers of Buyer.

Organization, Qualification and Corporate Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer 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. Buyer 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. §4(ass.4(a) of the Disclosure Schedule lists the directors and officers of Buyer.

Organization, Qualification and Corporate Power. The Buyer is a corporation duly organized, validly existing, existing and in corporate and tax good standing under the laws of the State of Delaware. Buyer 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. The Buyer has full corporate all requisite power and authority (corporate and other) to carry on the businesses business in which it is engaged and to own and use the properties owned and used by it. §4(a) of the Disclosure Schedule lists the directors and officers of Buyer.

Organization, Qualification and Corporate Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware and has the corporate power and corporate authority to own, lease and operate its assets, properties and business and to carry on its business as now conducted. Buyer is duly authorized qualified to conduct transact business and is in good standing under the laws of in each jurisdiction where in which the nature of its business or location of its properties requires such qualification is requiredqualification, except in those jurisdictions where the lack of such qualification would failure to be so qualified will not have a Material Adverse Effect. Buyer has full corporate power and authority to carry material adverse effect on the businesses its business or result in which it is engaged and to own and use the properties owned and used by it. §4(a) a material delay of the Disclosure Schedule lists the directors and officers of Buyertransactions contemplated by this Agreement.

Organization, Qualification and Corporate Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer 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. Buyer has full all necessary corporate power and authority to enter into this Agreement and all Ancillary Agreements, to carry on the businesses in which it is engaged out its obligation hereunder and thereunder and to own consummate the Transactions contemplated hereby and use the properties owned and used by it. §4(a) of the Disclosure Schedule lists the directors and officers of Buyerthereby.

Organization, Qualification and Corporate Power. Buyer is a corporation company duly organized, validly existing, existing and in corporate good standing under the laws of the State of Delaware. Buyer is duly authorized qualified to conduct business and is in corporate good standing under the laws of each jurisdiction where in which the nature of its businesses or the ownership or leasing of its properties requires such qualification is requiredqualification, except where the lack of such qualification failure to be so qualified or in good standing would not have a Material Adverse EffectEffect on Buyer. Buyer 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. §4(a) of the Disclosure Schedule lists the directors and officers of Buyer.

Organization, Qualification and Corporate Power. Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer 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 Buyer Material Adverse Effect. Buyer 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. §4(a) of the Disclosure Schedule lists the directors and officers of Buyer.

Organization, Qualification and Corporate Power. Buyer is a corporation duly organized, validly existing, existing and in corporate good standing under the laws of the State of Delaware. Buyer is duly authorized qualified to conduct business and is in corporate good standing under the laws of each jurisdiction where in which the nature of its businesses or the ownership or leasing of its properties requires such qualification is requiredqualification, except where the lack of such qualification failure to be so qualified or in good standing would not have a Material Adverse EffectEffect on Buyer. Buyer 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. §4(a) of the Disclosure Schedule lists the directors and officers of Buyer.

Organization, Qualification and Corporate Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer 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. Buyer 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. §4(a) of the Disclosure Schedule lists the directors and officers of Buyer.

Organization, Qualification and Corporate Power. Buyer is a corporation duly Delaware limited liability company organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer 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. Buyer has full corporate all requisite limited liability company power and authority to carry on its business as now being conducted and to acquire and own the businesses Membership Interests. Buyer is duly qualified or licensed to do business in each jurisdiction in which it is engaged and to own and use the properties owned and used by it. §4(a) ownership of the Disclosure Schedule lists the directors and officers of BuyerMembership Interests makes such qualification or licensing necessary.

Organization, Qualification and Corporate Power. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware. Buyer 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. The Buyer has full all requisite 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. §4(a) of the Disclosure Schedule lists the directors and officers of Buyer.

Organization, Qualification and Corporate Power. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as now being conducted and to own or use the properties and assets that it purports to own or use. The Buyer is duly authorized qualified to conduct do business as a foreign corporations 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. Buyer has full corporate power and authority to carry on the businesses in which it is engaged and to own and use either the ownership or leasing of its properties owned and used by it. §4(a) or the nature or conduct of the Disclosure Schedule lists the directors and officers of Buyerits business requires such qualification.