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

Organization, Standing and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has, prior to the date hereof, made available to the Subscriber true and complete copies of the certificate of incorporation and bylaws of the Company. There has been no breach by the Company of the certificate of incorporation or bylaws of the Company, each as in effect from time to time, except as would not have a Company Material Adverse Effect.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries (i) is a corporation or other legal entity duly incorporatedorganized, validly existing and in good standing under the Laws of the State jurisdiction of Delaware and its organization (except, in the case of good standing, for entities organized under the Laws of any jurisdiction that does not recognize such concept), (ii) has all requisite corporate corporate, company, partnership or other organizational power and authority to carry on its business as now being conducted. Each Subsidiary of the Company is an entity duly organized, validly existing currently conducted and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdictioniii) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction (except, in the case of good standing, any jurisdiction that does not recognize such concept) in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so organized, existing, qualified or licensed has not had or in good standing (except, in the case of clause (i) above, with respect to the Company) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has, prior to the date hereof, made available to the Subscriber true and complete copies of the certificate of incorporation and bylaws of the Company. There has been no breach by , as amended to the date of this Agreement (the “Company of Charter”), and the certificate of incorporation or bylaws of the Company, as amended to the date of this Agreement (the “Company Bylaws”), in each case as most recently filed with a Filed SEC Document are, in each case, complete and correct copies of such documents. The Company Charter and the Company Bylaws are in full force and effect from time to time, except as would not have a Company Material Adverse Effectof the date of the Agreement.

Organization, Standing and Corporate Power. The (a) Each of the Company and its subsidiaries is a corporation or other legal entity duly incorporated, organized and validly existing and in good standing under the Laws of the State jurisdiction of Delaware its incorporation, formation or organization, as the case may be, and has all requisite corporate corporate, partnership or similar power and authority necessary to own, lease and operate all of its properties and assets and to carry on its business as now being conducted. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being currently conducted, except to the extent that any failure for such failures to be so organized, duly organized or validly existing and in good standing has not had or to have corporate, partnership or similar power or authority that would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. The . (b) Each of the Company and each of its Subsidiaries subsidiaries is duly licensed or qualified or licensed to do business and is in good standing (or equivalent status, to the extent such concept exists) in each jurisdiction in which the nature of its the business currently conducted by it or the ownership, leasing character or operation location of its the properties and assets currently owned or leased by it makes such licensing or qualification or licensing necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensed has not had in good standing (or equivalent status) would not reasonably be expected to haveexpected, individually or in the aggregate, a Company Material Adverse Effect. The Company has, prior to the date hereof, made available to the Subscriber true and complete copies of the certificate of incorporation and bylaws of the Company. There has been no breach by the Company of the certificate of incorporation or bylaws of the Company, each as in effect from time to time, except as would not have a Company Material Adverse Effect. (c) The Company has made available to Parent true and complete copies of the Company Charter and by-laws of the Company (together, the “Company Charter Documents”) in each case, as amended to the date of this Agreement. The Company Charter Documents and organizational or governing documents of each of its subsidiaries are in full force and effect and the Company is not in violation of any of the provisions of the Company Charter Documents and none of the Company’s subsidiaries is in violation of any of the provisions of its organizational or governing documents except, in each case, where such failures or violations would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

Organization, Standing and Corporate Power. The (a) Each of Seller and the Company is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Delaware. Each of Seller and the Company has all the requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary of own, lease or otherwise hold the Company is an entity duly organizedassets, validly existing rights and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which properties owned, leased or otherwise held by it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted, except to where the extent that any failure to be so organized, validly existing have such power and in good standing authority (i) has not had or and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) would not reasonably be expected to be materially adverse to the ability of Seller to consummate the transactions contemplated hereby by the Outside Date and (iii) would not reasonably be expected to have a material adverse effect on the ability of Seller, the Company and the Company Subsidiaries, as applicable, to perform their obligations under the Transaction Agreements. The Company and each of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed in good standing has not had or and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The . (b) Seller or the Company has, prior to the date hereof, has made available to the Subscriber Buyer true and complete copies of the certificate of incorporation and bylaws of the Company. There has been no breach by the Company of the certificate of incorporation or bylaws Organizational Documents of the Company, each as amended to the date hereof. The Organizational Documents of the Company that have been so delivered are in effect from time to timefull force and effect, except as would not have a and neither Seller nor the Company Material Adverse Effectis in breach of any provision thereof.

Organization, Standing and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws applicable laws of the State of Delaware Colorado and has all requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws applicable laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has, prior to the date hereof, made available to the Subscriber true and complete copies of the certificate of incorporation and bylaws of the Company. There has been no breach by the Company of the certificate of incorporation or bylaws of the Company, each as in effect from time to time, except as would not have a Company Material Adverse Effect.

Organization, Standing and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Liberty Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Liberty Material Adverse Effect. The Company has, prior to the date hereof, made available to the Subscriber true and complete copies of the certificate of incorporation Liberty Charter and bylaws of the CompanyLiberty Bylaws. There has been no breach by the Company of the certificate of incorporation Liberty Charter or bylaws of the CompanyLiberty Bylaws, each as in effect from time to time, except as would not have a Company Liberty Material Adverse Effect.

Organization, Standing and Corporate Power. The As set forth in Section 3.1 of the Company Disclosure Letter, the Company and each of its Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary of the Company is an or other legal entity duly organized, validly existing and in good standing (except with respect to the extent the “good standing” concept is not applicable in any relevant jurisdictionjurisdictions which recognize such concept) under the Laws laws of the jurisdiction in which it is formed and organized and, further, each such corporation has all requisite corporate, limited liability company corporate or other entity power power, as the case may be, and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except to for those jurisdictions where the extent that any failure to be so organized, validly existing and or in good standing has not had or would not reasonably be expected to havestanding, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. The Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each such jurisdiction in which the nature of its business or the ownership, leasing leasing, licensing, or operation of its properties assets makes such qualification or licensing necessary, other than in such except for those jurisdictions where the failure to be so qualified or licensed has not had or would not reasonably to be expected to havein good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. The Company has, has provided to the Parent prior to the date hereof, made available to the Subscriber true execution of this Agreement complete and complete correct copies of the its certificate of incorporation and bylaws bylaws, as amended to the date of this Agreement. The Company is not in violation of any of the Company. There has been no breach by provisions of its charter or bylaws, as amended to the Company date of the certificate of incorporation or bylaws of the Company, each as in effect from time to time, except as would not have a Company Material Adverse Effectthis Agreement.

Organization, Standing and Corporate Power. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority necessary to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. Each Subsidiary The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on of its business as now being conducted, organization except to where the extent that any failure to be so organized, validly existing and in good standing has not had or and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company Each of the Company’s Subsidiaries has all requisite corporate, limited liability company or similar power and each of its Subsidiaries is duly qualified or licensed authority necessary to do business own, lease and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation operate all of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure and assets and to be so qualified or licensed has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has, prior to the date hereof, made available to the Subscriber true and complete copies of the certificate of incorporation and bylaws of the Company. There has been no breach by the Company of the certificate of incorporation or bylaws of the Company, each carry on its business as in effect from time to time, except as would not have a Company Material Adverse Effectit is now being conducted.

Organization, Standing and Corporate Power. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and has all requisite corporate power and corporate authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being conducted. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being presently conducted, except to the extent that any failure to be so organizedsuch governmental licenses, validly existing permits, authorizations and in good standing has not had or would not reasonably be expected to haveapprovals as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties or other assets makes such qualification or licensing necessary, other than except for those jurisdictions in such jurisdictions where which the failure to be so qualified or licensed or to be in good standing individually or in the aggregate has not had or and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has, has made available to Parent prior to the date hereofexecution of this Agreement complete and correct copies of its Second Restated Certificate of Incorporation (the "Company Certificate") and Restated By-laws (the "Company By-laws"), made available in each case as amended to the Subscriber true and complete copies date of this Agreement. The minute books of the certificate Company contain a complete and correct set of incorporation the minutes of all meetings and bylaws accurately reflect all other actions taken by the stockholders of the Company, the Board of Directors of the Company and all committees of the Board of Directors of the Company. There has Complete and correct copies of all such minute books have been no breach provided by the Company to Parent prior to the execution of the certificate of incorporation or bylaws of the Company, each as in effect from time to time, except as would not have a Company Material Adverse Effectthis Agreement.

Organization, Standing and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the Applicable Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Applicable Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has, prior to the date hereof, made available to the Subscriber true and complete copies of the certificate of incorporation and bylaws of the Company. There has been no breach by the Company of the certificate of incorporation or bylaws of the Company, each as in effect from time to time, except as would not have a Company Material Adverse Effect.

Organization, Standing and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now being conducted. (a) Each Subsidiary of the Company and its Subsidiaries is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdictionor equivalent status) under the Laws of the jurisdiction in which it is formed state of its incorporation, formation or organization, as the case may be, and has all requisite corporate, limited liability corporate or company or other entity power and corporate or company authority necessary to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except to the extent that any failure for such failures to be so duly organized, validly existing and or in good standing has not had or would not reasonably be expected to havehave corporate power or corporate authority that, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. The Company and and, except as set forth in Section 3.1(a) of the Company Disclosure Schedule, each of its Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing (or equivalent status) in each jurisdiction in which the nature of its the business conducted. by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensed has not had in good standing (or would equivalent status) could not reasonably be expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect. . (b) The Company has, prior to the date hereof, has made available to the Subscriber true Parent complete and complete correct copies of the certificate of incorporation and bylaws by-laws of the CompanyCompany and the organizational documents of each of its Subsidiaries, in each case, as amended to the date of this Agreement (the "Company Charter Documents"). There has been no breach by Neither the Company nor any of its material Subsidiaries is in violation of any of the certificate provisions of incorporation or bylaws of the Company, each as in effect from time to time, except as would not have a Company Material Adverse Effectits organizational documents.

Organization, Standing and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now being conductedDelaware. Each Subsidiary of the Company is an entity that is duly organizedorganized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation (except to except, in the extent the “case of good standing” concept is , any jurisdiction that does not applicable in any relevant jurisdictionrecognize such concept) under except where the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and qualified or in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and each of Subsidiary has the requisite power and authority to own its Subsidiaries properties and to conduct its business and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which (to the extent the concept is recognized by such jurisdiction) where the nature of its business or the ownership, leasing or operation of its properties makes requires such qualification or licensing necessarylicensing, other than in such jurisdictions except where the failure to have such power or authority or to be so qualified and in good standing, individually or licensed has not had or in the aggregate with any such other failures, would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. . (b) The Company has, prior to the date hereof, has made available to the Subscriber true Parent accurate and complete copies of the certificate of incorporation incorporation, bylaws and bylaws of the Company. There has been no breach by the Company of the certificate of incorporation or bylaws other charter and organizational documents of the Company, each including all amendments thereto, as in effect from time to timeon the date hereof, except and each as would not have a so delivered is in full force and effect. The Company Material Adverse Effectis in compliance in all material respects with such organizational documents.