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

Organization, Standing and Corporate Power. Each of Amedisys and its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted, except, as to subsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys. Each of Amedisys and its subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) 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, except for those jurisdictions where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys. The Certificate of Incorporation of Amedisys and the Bylaws of Amedisys, in each case as amended through the date of this Agreement, have been filed prior to the date of this Agreement with the Amedisys Filed SEC Documents.

Organization, Standing and Corporate Power. Each of Amedisys the Company and its subsidiaries is a corporation or other legal entity Subsidiaries has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize such that concept) under the laws Laws of the jurisdiction in which it is organized and has the requisite corporate of its incorporation or other powerformation, as the case may be, and has all requisite power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being currently conducted, except, as to subsidiaries, for those jurisdictions except where the failure to be so organizedhave such governmental licenses, existing permits, authorizations or in good standing, approvals individually or in the aggregate, aggregate has not had and would not reasonably be expected to have a Material Adverse Effect on AmedisysEffect. Each of Amedisys the Company and its subsidiaries Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification qualification, licensing or licensing good standing necessary, except for those other than in such jurisdictions where the failure to be so qualified or qualified, licensed or in good standing, standing individually or in the aggregate, aggregate has not had and would not reasonably be expected to have a Material Adverse Effect on AmedisysEffect. The Certificate Company has made available to Parent, prior to the date of Incorporation this Agreement, complete and accurate copies of Amedisys the Company Articles and the Bylaws Company’s By-laws (the “Company By-laws”), and the comparable organizational documents of Amedisyseach Significant Subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act), in each case as amended through the date of this Agreement, have been filed prior to the date of this Agreement with the Amedisys Filed SEC Documentshereof.

Organization, Standing and Corporate Power. Each of Amedisys OPCH and its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted, except, as to subsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysOPCH. Each of Amedisys OPCH and its subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) 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, except for those jurisdictions where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysOPCH. The Certificate of Incorporation of Amedisys OPCH and the Bylaws of AmedisysOPCH, in each case as amended through the date of this Agreement, have been filed prior to the date of this Agreement with the Amedisys OPCH Filed SEC Documents. OPCH has made available to Amedisys, the complete and correct copies of Merger Sub’s certificate of incorporation and bylaws, in each case, as amended through the date of this Agreement.

Organization, Standing and Corporate Power. Each of Amedisys Purchaser and each of its subsidiaries is a corporation or other legal entity Subsidiaries has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize such that concept) under the laws Laws of the jurisdiction in which it is organized and has the requisite corporate of its incorporation or other powerorganization, as the case may be, and has all requisite power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold, use and operate its properties, rights and other assets and to carry on its business as now being currently conducted, except, as to subsidiaries, for those jurisdictions except where the failure to have such governmental licenses, permits, authorizations or approvals or where the failure of a Subsidiary of Purchaser to be so duly organized, validly existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect on AmedisysEffect. Each of Amedisys Purchaser and each of its subsidiaries Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its, assets, properties or conduct of its properties business makes such qualification qualification, licensing or licensing good standing necessary, except for those jurisdictions other than where the failure to be so qualified or qualified, licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect on Amedisys. The Certificate of Incorporation of Amedisys and the Bylaws of Amedisys, in each case as amended through the date of this Agreement, have been filed prior to the date of this Agreement with the Amedisys Filed SEC DocumentsEffect.

Organization, Standing and Corporate Power. Each of Amedisys Raytheon and its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted, except, as to subsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysRaytheon. Each of Amedisys Raytheon and its subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) 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, except for those jurisdictions where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysRaytheon. The Certificate of Incorporation of Amedisys Raytheon and the Bylaws of AmedisysRaytheon, in each case as amended through the date of this Agreement, have been filed prior to the date of this Agreement with the Amedisys Raytheon Filed SEC Documents.

Organization, Standing and Corporate Power. Each of Amedisys Telaria and its subsidiaries Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted, except, as to subsidiariesSubsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing, individually or and in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysTelaria. Each of Amedisys Telaria and its subsidiaries Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) 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, except for those jurisdictions where the failure to be so qualified or licensed or in good standing, individually or and in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysTelaria. The Certificate of Incorporation of Amedisys Telaria and the Bylaws of AmedisysTelaria, in each case as amended through the date of this Agreement, have been filed prior to the date of this Agreement with the Amedisys Telaria Filed SEC Documents.

Organization, Standing and Corporate Power. Each of Amedisys MWV and its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that which recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted, except, as to subsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysMWV. Each of Amedisys MWV and its subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that which recognize such concept) 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, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysMWV. The MWV has delivered to or made available to RockTenn prior to the execution of this Agreement true and complete copies of any amendments to the Certificate of Incorporation of Amedisys MWV (the “MWV Certificate of Incorporation”) and the Bylaws By-laws of Amedisys, in each case MWV not filed as amended through of the date of this Agreement, have been filed prior to the date of this Agreement hereof with the Amedisys MWV Filed SEC Documents.

Organization, Standing and Corporate Power. Each of Amedisys Acquiror and its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that which recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted, except, as to subsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing, standing individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect material adverse effect on AmedisysAcquiror. Each of Amedisys Acquiror and its subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that which recognize such concept) 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, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing, standing individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect material adverse effect on AmedisysAcquiror. The Certificate of Incorporation of Amedisys and Acquiror has made available to the Bylaws of Amedisys, in each case as amended through the date of this Agreement, have been filed Company prior to the date execution of this Agreement with complete and correct copies of its certificate of incorporation and bylaws and the Amedisys Filed SEC Documentsarticles of incorporation and code of regulations of Merger Sub, each as amended to date.

Organization, Standing and Corporate Power. Each The Company and each of Amedisys and its subsidiaries the Company Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conductedconducted as of the date of this Agreement, except, as to subsidiaries, except for those jurisdictions where the failure any such failures to be so organized, existing or in good standingstanding that would not, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on AmedisysEffect. Each The Company and each of Amedisys and its subsidiaries the Company Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) 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, except for those jurisdictions where the failure to be so qualified or licensed or in good standingwould not, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on AmedisysEffect. The Certificate Company has made available to Parent prior to the execution of Incorporation this Agreement via the Data Site complete and correct copies of Amedisys its charter and bylaws and the Bylaws analogous constitutive and governing documents of Amedisysthe Company Subsidiaries, in each case as amended through the date of this Agreement, have been filed prior to the date of this Agreement with (the Amedisys Filed SEC "Charter Documents"), and as so made available are in full force and effect, and no other such documents are binding upon the Company or any Company Subsidiary.

Organization, Standing and Corporate Power. Each of Amedisys ILG and its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that which recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted, except, as to subsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysILG. Each of Amedisys ILG and its subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that which recognize such concept) 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, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysILG. The ILG has delivered to or made available to MVW prior to the execution of this Agreement true and complete copies of any amendments to ILG’s Amended and Restated Certificate of Incorporation (the “ILG Charter”) and ILG’s Fifth Amended and Restated By-laws (the “ILG Bylaws”) not filed as of Amedisys and the Bylaws of Amedisys, in each case as amended through the date of this Agreement, have been filed prior to the date of this Agreement with the Amedisys ILG Filed SEC Documents.

Organization, Standing and Corporate Power. Each of Amedisys OUTD, its “significant subsidiaries” (as such term is used in Rule 1-02 of Regulation S-X of the Exchange Act) (the “OUTD Significant Subsidiaries”) and its subsidiaries except as, individually or in the aggregate, has not had and would not reasonably be expected to have an OUTD Material Adverse Effect, each of the OUTD Subsidiaries (other than the OUTD Significant Subsidiaries), is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws Laws of the jurisdiction in which it is organized incorporated or otherwise organized, and has the all requisite corporate (or other power, as the case may be, entity) power and authority to own, lease and operate its properties and assets and to carry on its business as now being currently conducted, except, as to subsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys. Each of Amedisys OUTD and its subsidiaries Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each other jurisdiction in which the nature or conduct of its business or the ownership, leasing or operation of its properties and assets makes such qualification qualification, licensing or licensing good standing necessary, in each case except for those jurisdictions where the failure such failures to be so qualified or duly qualified, licensed or in good standingstanding that, individually or in the aggregate, have not had and would not reasonably be expected to have a an OUTD Material Adverse Effect on Amedisys. The Certificate of Incorporation of Amedisys and the Bylaws of Amedisys, in each case as amended through the date of this Agreement, have been filed prior to the date of this Agreement with the Amedisys Filed SEC DocumentsEffect.

Organization, Standing and Corporate Power. Each of Amedisys and Hannx xxx its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that which recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted, except, as to subsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing, standing individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect material adverse effect on AmedisysHannx. Each Xxch of Amedisys and Hannx xxx its subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that which recognize such concept) 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, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing, standing individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect material adverse effect on AmedisysHannx. The Certificate of Incorporation of Amedisys and the Bylaws of Amedisys, in each case as amended through the date of this Agreement, have been filed Xxnnx xxx made available to Geon prior to the date execution of this Agreement with the Amedisys Filed SEC Documentscomplete and correct copies of its certificate of incorporation and by-laws, each as amended to date.

Organization, Standing and Corporate Power. Each of Amedisys STX and its subsidiaries Subsidiaries is a corporation corporation, limited liability company or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate corporate, organizational or other power, as the case may be, and authority to carry on its business as now being conducted, except, as to subsidiariesSubsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysSTX. Each of Amedisys STX and its subsidiaries Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) 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, except for those jurisdictions where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysSTX. The True and complete copies of the STX Certificate of Incorporation of Amedisys and the Bylaws of AmedisysSTX, in each case as amended through through, and as in effect as of, the date of this Agreement, have been filed prior made available to the date of this Agreement with the Amedisys Filed SEC DocumentsEros Parties.