Common use of Organization, Qualification, Etc Clause in Contracts

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the England and Wales, and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect (as defined in Section 9.11) on the Company. The Company has delivered or made available to the Purchaser copies of the incorporation documents of the Company. Such incorporation documents are complete and correct and in full force and effect, and the Company is not in violation of any of the provisions of its charter documents. (b) Each of/any of the Company’s Subsidiaries that may exist is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company’s Subsidiaries (i) has the corporate or other organizational power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company’s Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are owned by the Company or its Subsidiaries, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”). All the outstanding shares of capital stock of, or other ownership interests in, the Company’s Subsidiaries are wholly owned by the Company, directly or indirectly, except as set forth in the Company Disclosure Schedule. Other than the Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule, there are no Persons (as defined in Section 9.11) in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Each of the England Company and Wales, and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect (as defined in Section 9.11) on the Company. The Company has delivered or made available to the Purchaser copies of the incorporation documents of the Company. Such incorporation documents are complete and correct and in full force and effect, and the Company is not in violation of any of the provisions of its charter documents. (b) Each of/any of the Company’s Subsidiaries that may exist is a corporation or other business form of legal entity duly organized, validly existing and in good standing under the laws Laws of its respective jurisdiction of incorporation or organization. Each of the Company’s Company and its Subsidiaries (i) has the all requisite corporate or other organizational similar power and authority required for it to own own, lease and operate its properties and assets and to carry on its business as it presently conducted, except where the failure to be so organized, validly existing or in good standing, or to have such power or authority, would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is now being conducted and (ii) is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction (to the extent such concepts exist in which such jurisdictions) where the ownership ownership, leasing or operation of its assets or properties or the conduct of its business requires such qualification, except for jurisdictions in which where the failure to be so qualified or in good standing would notnot reasonably be expected, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect on Effect. (b) The Company has made available to Parent accurate and complete copies of the Company. All the outstanding shares Certificate of capital stock of, or other ownership interests in, the Company’s Subsidiaries are duly authorized, validly issued, fully paid Incorporation and non-assessable and are owned by Bylaws of the Company or and the organizational documents of each of its Subsidiaries, free and clear in each case, as currently in effect. Except for any minutes that the Company reasonably believes (i) are protected by the attorney-client privilege or (ii) relate to the sale of all liens, claims, mortgages, encumbrances, pledges, security interests, equities the Company and/or certain assets or charges securities of any kind (each, a “Lien”). All the outstanding shares of capital stock of, or other ownership interests in, the Company’s Subsidiaries are wholly owned by the Company, directly or indirectly, except as set forth in the Company Disclosure Schedule. Other than the Subsidiaries listed in Section 3.1 has made available to Parent correct and complete copies of the Company Disclosure Scheduleminutes of all meetings of the stockholders, there are no Persons (as defined the Board of Directors and each committee thereof, in Section 9.11) in which the Company ownseach case, of record or beneficiallyheld since January 1, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same2005.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the England and Wales, State of Delaware and has the corporate all requisite power and authority required for it authority, corporate and otherwise, to own its properties and assets and to carry on its business as it is now being conducted. The Company conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, be reasonably expected to aggregate have a Material Adverse Effect (as defined in Section 9.11) on the Company. The Company has delivered or copies of the Company's certificate of incorporation and by-laws which have been made available to the Purchaser copies of the incorporation documents of the Company. Such incorporation documents Parent are complete and correct and in full force and effect, and effect on the Company is not in violation of any of the provisions of its charter documents. (b) date hereof. Each of/any of the Company’s 's Subsidiaries that may exist is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company’s Subsidiaries (i) , has the corporate or other organizational all requisite power and authority required for it authority, corporate and otherwise, to own its properties and assets and to carry on its business as it is now being conducted conducted, and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties property or the conduct of its business requires such qualification, except for jurisdictions in which the such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, be reasonably expected to aggregate have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company’s 's Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are owned by the Company Company, directly or its Subsidiariesindirectly, free and clear of all liens, claims, mortgagescharges or encumbrances. There are no existing options, encumbrancesrights of first refusal, pledgespreemptive rights, security interests, equities calls or charges commitments of any kind (each, a “Lien”). All character relating to the outstanding shares of issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company’s Subsidiaries are wholly owned by the Company, directly or indirectly, except as set forth in the Company Disclosure Schedule. Other than the Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule, there are no Persons (as defined in Section 9.11) in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same.The NY/286183.2

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the England and WalesState of Florida, and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect (as defined in Section 9.118.11) on the Company. The Company has delivered or made available to the Purchaser copies of the incorporation documents of the Company. Such incorporation documents are complete and correct and in full force and effect, and the Company is not in violation of any of the provisions of its charter documents. (b) Each of/any of the Company’s Subsidiaries that may exist is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company’s Subsidiaries (i) has the corporate or other organizational power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company’s Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are owned by the Company or its Subsidiaries, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”). All the outstanding shares of capital stock of, or other ownership interests in, the Company’s Subsidiaries are wholly owned by the Company, directly or indirectly, except as set forth in the Company Disclosure Schedule. Other than the Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule, there are no Persons (as defined in Section 9.11) in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same.