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 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 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 the Company 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 Amedisysthe Company. Each of Amedisys the Company 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 Amedisysthe Company. 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 Company has delivered to or made available to Parent prior to the date of this Agreement true and complete copies of any amendments to the Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the Bylaws of the Company not filed as of the date of this Agreement with the Amedisys Company 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 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 MVW 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 AmedisysMVW. Each of Amedisys MVW 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 AmedisysMVW. The MVW has delivered to or made available to ILG prior to the execution of this Agreement true and complete copies of any amendments to MVW’s Restated Certificate of Incorporation (the “MVW Charter”) and MVW’s Restated Bylaws (the “MVW 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 MVW Filed SEC Documents.

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.

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 The Company and each of Amedisys and its subsidiaries is a corporation or other legal entity duly organized, organized and is 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 and has the requisite corporate of its incorporation or other powerformation, as the case may be. The Company and each of its subsidiaries has all requisite corporate, partnership or similar 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 power, existing or in good standingauthority, licenses, permits, authorizations and approvals would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysEffect. Each The Company and 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 other 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 other jurisdictions 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 have, a Material Adverse Effect on AmedisysEffect. The Certificate Company has made available to Zac, prior to the execution of Incorporation this Agreement, true, complete and accurate copies of Amedisys the Company’s articles of incorporation (the “Company Articles”) and bylaws (the “Company Bylaws”), and the Bylaws comparable organizational documents of Amedisyseach of its subsidiaries, in each case as amended through to, and in effect on, 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 ACI and each of Amedisys and its subsidiaries is a corporation Subsidiaries has been duly amalgamated or other legal entity duly organized, as applicable, and is validly existing and in good standing (with respect to jurisdictions for which that recognize such conceptconcept is applicable) under the laws Laws of the jurisdiction in which it is organized and has the requisite corporate of its amalgamation, incorporation or other powerformation, as the case may be, and has all requisite corporate or similar power and authority to own, lease or otherwise hold and operate its properties and other assets and to carry on its business activities as now being currently conducted, except, as to subsidiaries, for those jurisdictions except where the failure to be so organized, existing or in good standing, qualified individually or in the aggregate, aggregate has not had and would not reasonably be expected to have a an ACI Material Adverse Effect on AmedisysEffect. Each ACI and each of Amedisys and its subsidiaries Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions for which that recognize such conceptconcept is applicable) in each jurisdiction in which the nature of its business activities 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 an ACI Material Adverse Effect on AmedisysEffect. The Certificate of Incorporation of Amedisys and the Bylaws of AmedisysACI has made available to Bowater, in each case as amended through prior to the date of this Agreement, have been filed prior to complete and accurate copies of the date articles of this Agreement with amalgamation of ACI, as currently in effect (the Amedisys Filed SEC Documents“ACI Articles”) and the bylaws of ACI , as currently in effect (the “ACI Bylaws”).