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

Organization, Standing and Corporate Power. Each of Company and ------------------------------------------ each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Company and each Subsidiary of Company 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 or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as hereinafter defined) on Company. Company has delivered to Parent true, complete and correct copies of the articles of organization and by- laws or comparable governing documents of Company and each Subsidiary of Company, in each case as amended to the date of this Agreement. A true, correct and complete list of all Subsidiaries of Company, together with the jurisdiction of incorporation of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiary, is set forth in Section 4.1(a) of the Disclosure Schedule (as hereinafter defined).

Organization, Standing and Corporate Power. Each of The Company and ------------------------------------------ each Subsidiary of Company its Subsidiaries is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated formed and has the all requisite corporate power and authority to carry on its business as now being conducted. Each of The Company and each Subsidiary of Company 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 ownership, leasing or leasing operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could individually or in the aggregate has not resulted in, and would not reasonably be expected to have, individually or in the aggregateresult in, a Company Material Adverse Effect (as hereinafter defined) on CompanyEffect. The Company has delivered made available to Parent true, complete and correct copies of its Certificate of Incorporation (the articles “Company Certificate”) and By-laws (the “Company By-laws”) and the certificate of organization incorporation and by- by-laws (or comparable governing documents organizational documents) of Company and each Subsidiary of Companyits Subsidiaries, in each case as amended to the date of this Agreement. A true, The Company has made available to Parent and its representatives correct and complete list copies of the minutes of all Subsidiaries meetings of Companystockholders, together with the jurisdiction Company Board and each committee of incorporation the Company Board and the board of directors of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiaryits Subsidiaries held since December 31, is set forth in Section 4.1(a) of the Disclosure Schedule (as hereinafter defined)2001.

Organization, Standing and Corporate Power. Each of Company Parent, its Subsidiaries and ------------------------------------------ each Subsidiary of Company Merger Sub is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated formed and has the all requisite corporate power and authority to carry on its business as now being conducted. Each of Company Parent, its Subsidiaries and each Subsidiary of Company Merger Sub 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 ownership, leasing or leasing operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could individually or in the aggregate has not resulted in, and would not reasonably be expected to have, individually or in the aggregateresult in, a Parent Material Adverse Effect (as hereinafter defined) on CompanyEffect. Parent has made available to the Company has delivered to Parent true, complete and correct copies of its Articles of Incorporation (the “Parent Articles”) and By-laws (the “Parent By-laws”) and the articles of organization incorporation and by- by-laws or comparable governing documents organizational documents) of Company each of its Subsidiaries and each Subsidiary of CompanyMerger Sub, in each case as amended to the date of this Agreement. A true, Parent has made available to the Company and its representatives correct and complete list copies of the minutes of all Subsidiaries meetings of Companystockholders, together with the jurisdiction Parent Board and each committee of incorporation the Parent Board and the board of directors of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiaryits Subsidiaries held since December 31, is set forth in Section 4.1(a) of the Disclosure Schedule (as hereinafter defined)2001.

Organization, Standing and Corporate Power. Each of Company and ------------------------------------------ each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Company and each Subsidiary of Company 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 or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as hereinafter defineddefined in Section 9.3) on Company. Company has delivered or made available to Parent true, complete and correct copies of the articles certificate of organization incorporation and by- laws bylaws or comparable governing documents of Company and each material Subsidiary of Company, in each case as amended to the date of this Agreement. A Exhibit 21 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1998 sets forth a true, correct and complete list of all material Subsidiaries of Company, together with the jurisdiction of incorporation of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiary, is . Except as set forth in Section 4.1(a) of the Disclosure Schedule and except for directors' qualifying shares, all Subsidiaries of the Company are wholly owned directly or indirectly by the Company. (as hereinafter definedb).

Organization, Standing and Corporate Power. Each of The Company and ------------------------------------------ each Subsidiary of Company its Subsidiaries is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated formed and has the all requisite corporate power and authority to carry on its business as now being conducted. Each of The Company and each Subsidiary of Company 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 ownership, leasing or leasing operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified qualified, licensed or licensed could in good standing, individually or in the aggregate has not resulted in, and would not reasonably be expected to haveresult in, individually material direct or in indirect costs or liabilities to the aggregateCompany and its Subsidiaries, taken as a Material Adverse Effect (as hereinafter defined) on Companywhole. The Company has delivered made available to Parent true, complete and correct copies of its Certificate of Incorporation (the articles "Company Certificate") and By-laws (the "Company By-laws") and the certificate of organization incorporation and by- by-laws (or comparable governing documents organizational documents) of Company and each Subsidiary of Companyits Subsidiaries, in each case as amended to the date of this Agreement. A true, The Company has made available to Parent and its representatives correct and complete list copies of the minutes of all Subsidiaries meetings of Companystockholders, together with the jurisdiction Company Board and each committee of incorporation the Company Board and the board of directors of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiaryits Subsidiaries held since December 31, is set forth in Section 4.1(a) of the Disclosure Schedule (as hereinafter defined)2001.

Organization, Standing and Corporate Power. Each of the Company and ------------------------------------------ each Subsidiary of Company its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated organized and has the requisite corporate power and authority to carry on its business as it is now being conducted, except, with respect to Subsidiaries, where the failure to be so existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on the Company. Each of the Company and each Subsidiary of Company its Subsidiaries is duly qualified as a foreign corporation or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could (individually or in the aggregate) would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. The Company has delivered to Parent true, complete and correct copies of the articles Certificate of organization Incorporation and by- laws or comparable governing documents the By-Laws of Company and each Subsidiary of the Company, in each case as amended to the date of this Agreement. A true, correct and complete list of all Subsidiaries of Company, together with has made available to Parent the jurisdiction certificates of incorporation and by-laws or other organizational documents of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiaryof its Subsidiaries, is in each case as amended to the date of this Agreement. Except as set forth in Section 4.1(a) on Schedule 3.1 of the Company Disclosure Schedule (as hereinafter defineddefined below), the Company has delivered to Parent true and complete copies of all minutes of its Board of Directors since January 1, 1996.

Organization, Standing and Corporate Power. Each of the Company and ------------------------------------------ each Subsidiary of Company its Subsidiaries (as defined in Section 3.01(b)) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of the Company and each Subsidiary of Company 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 or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could not reasonably be expected to have, (individually or in the aggregate, ) could not be reasonably expected to have a Material Adverse Effect material adverse effect (as hereinafter defineddefined in Section 8.03) on with respect to the Company. Attached as Section 3.01(a) of the disclosure schedule ("Disclosure Schedule") delivered to Parent by the Company at the time of execution of this Agreement are complete and correct copies of the Certificate of Incorporation and By-laws of the Company. The Company has delivered to Parent true, complete and correct copies of the articles of organization (or other organizational documents) and by- by-laws or comparable governing documents of Company and each Subsidiary of Companyits Subsidiaries, in each case as amended to the date of this Agreement. A true, as well as correct and complete list copies of all Subsidiaries minutes of Company, together with the jurisdiction of incorporation of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiary, is set forth in Section 4.1(a) meetings of the Disclosure Schedule (as hereinafter defined)Board of Directors and committees thereof of the Company since March 1995.

Organization, Standing and Corporate Power. Each of Company and ------------------------------------------ each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Company and each Subsidiary of Company 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 or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as hereinafter defineddefined in Section 9.3) on Company. Company has delivered or made available to Parent true, complete and correct copies of the articles certificate of organization incorporation and by- laws bylaws or comparable governing documents of Company and each Subsidiary of Company, in each case as amended to the date of this Agreement. A true, correct and complete list of all Subsidiaries of Company, together with the jurisdiction of incorporation of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiary, is set forth in Section 4.1(a) of the Disclosure Schedule (as hereinafter defineddefined in Section 9.3).

Organization, Standing and Corporate Power. Each of The Company and ------------------------------------------ each Subsidiary of Company its Subsidiaries is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated formed and has the all requisite corporate power and authority to carry on its business as now being conducted. Each of The Company and each Subsidiary of Company 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 ownership, leasing or leasing operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could not reasonably be expected to havelicensed, individually or in the aggregate, has not resulted in, and would not reasonably be expected to result in, a Company Material Adverse Effect (as hereinafter defined) on Companydefined herein). The Company has delivered has, prior to the date hereof, made available to Parent true, complete and correct copies of its Charter (the articles of organization "Company Charter") and by- laws Bylaws (the "Company Bylaws") and the charter and bylaws (or comparable governing documents organizational documents) of Company and each Subsidiary of Companyits Subsidiaries, in each case as amended to the date of this Agreement. A true, The Company has made available to Parent and its representatives correct and complete list copies of the minutes of all Subsidiaries meetings of Companyshareholders, together with the jurisdiction board of incorporation directors of the Company (the "Company Board") and each committee of the Company Board and the board of directors of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiaryits Subsidiaries held since December 31, is set forth in Section 4.1(a) of the Disclosure Schedule (as hereinafter defined)2001.

Organization, Standing and Corporate Power. Each of the Company and ------------------------------------------ each Subsidiary of Company its Subsidiaries (as defined in Section 3.01(b)) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated organized and has the requisite corporate power and authority to carry on its business as now being conducted. Each of the Company and each Subsidiary of Company its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction (domestic or foreign) in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defineddefined in Section 8.04) on with respect to the Company. Attached as Section 3.01(a) of the disclosure schedule delivered by the Company to Parent and Sub at the time of execution of this Agreement (the "Company Disclosure Schedule") are complete and correct copies of --------------------------- the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), and the Company's Amended and Restated By-laws, ---------------------------- as amended (the "By-Laws"), as currently in effect. The Company has delivered made ------- available to Parent true, and Sub complete and correct copies of the articles certificates of organization incorporation and by- by-laws (or comparable governing documents other organizational documents) of Company and each Subsidiary of Companyits Subsidiaries, in each case as amended to the date of this Agreement. A true, correct and complete list of all Subsidiaries of Company, together with the jurisdiction of incorporation of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiary, is set forth in Section 4.1(a) of the Disclosure Schedule (as hereinafter defined).

Organization, Standing and Corporate Power. Each of the ------------------------------------------ Company and ------------------------------------------ each Subsidiary of Company its Subsidiaries (as defined in Section 3.01(b)) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of the Company and each Subsidiary of Company 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 or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could not reasonably be expected to have, (individually or in the aggregate, ) could not be reasonably expected to have a Material Adverse Effect material adverse effect (as hereinafter defineddefined in Section 8.03) on with respect to the Company. Attached as Section 3.01(a) of the disclosure schedule ("Disclosure Schedule") delivered to Parent by the Company at the time of execution of this Agreement are complete and correct copies of the Certificate of Incorporation and By-laws of the Company. The Company has delivered to Parent true, complete and correct copies of the articles of organization (or other organizational documents) and by- by-laws or comparable governing documents of Company and each Subsidiary of Companyits Subsidiaries, in each case as amended to the date of this Agreement. A true, as well as correct and complete list copies of all Subsidiaries minutes of Company, together with the jurisdiction of incorporation of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiary, is set forth in Section 4.1(a) meetings of the Disclosure Schedule (as hereinafter defined)Board of Directors and committees thereof of the Company since March 1995.

Organization, Standing and Corporate Power. Each of Company and ------------------------------------------ each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Company and each Subsidiary of Company 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 or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as hereinafter defineddefined in Section 9.3) on Company. Company has delivered to Parent true, complete and correct copies of the articles certificate of organization incorporation and by- laws bylaws or comparable governing documents of Company and each Subsidiary of Company, in each case as amended to the date of this Agreement. A true, correct and complete list of all Subsidiaries of Company, together with the jurisdiction of incorporation of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiary, is set forth in Section 4.1(a) of the Disclosure Schedule (as hereinafter defined)Schedule.

Organization, Standing and Corporate Power. Each of Company and ------------------------------------------ each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Company and each Subsidiary of Company 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 or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as hereinafter defined) on Company. Company has delivered to Parent true, complete and correct copies of the articles certificate of organization incorporation and by- laws bylaws or comparable governing documents of Company and each Subsidiary of CompanyCompany organized under the laws of any jurisdiction in the United States of America, in each case as amended to the date of this Agreement. A true, correct and complete list of all Subsidiaries of Company, together with the jurisdiction of incorporation of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiary, is set forth in Section 4.1(a) of the Disclosure Schedule (as hereinafter defined)Schedule.

Organization, Standing and Corporate Power. Each of Company ------------------------------------------ and ------------------------------------------ each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Company and each Subsidiary of Company 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 or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as hereinafter defined) on Company. Company has delivered to Parent true, complete and correct copies of the articles of organization and by- laws or comparable governing documents of Company and each Subsidiary of Company, in each case as amended to the date of this Agreement. A true, correct and complete list of all Subsidiaries of Company, together with the jurisdiction of incorporation of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiary, is set forth in Section 4.1(a) of the Disclosure Schedule (as hereinafter defined).

Organization, Standing and Corporate Power. Each of the Company and ------------------------------------------ each Subsidiary of Company its material subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of the Company and each Subsidiary of Company 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 or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed could not reasonably be expected to have, (individually or in the aggregate, ) would not have a Material Adverse Effect (as hereinafter defineddefined in Section 10.1) on the Company. The Company has delivered or heretofore made available to Parent true, complete and correct copies of its certificate of incorporation and bylaws, and the articles certificate of organization incorporation and by- laws bylaws (or comparable governing documents equivalent organizational documents) of Company and each Subsidiary of Companyits subsidiaries, in each case as amended to the date of this Agreement. A true, correct and complete list of all Subsidiaries of Company, together with the jurisdiction of incorporation of each such Subsidiary and the percentage of each such Subsidiary's capital stock owned by Company or another Subsidiary, is set forth in Section 4.1(a) Schedule 3.1 of the Company Disclosure Letter lists each jurisdiction in which the Company and its subsidiaries are duly qualified. For purposes of this Agreement, a "SUBSIDIARY" of any person means another person in which such first person, directly or indirectly, owns 50% or more of the equity interests or has the right, through ownership of equity, contractually or otherwise, to elect at least a majority of its Board of Directors or other governing body or to direct the conduct of its business and affairs, and a "material subsidiary" of the Company means those subsidiaries identified as such on Schedule (as hereinafter defined)3.1 of the Company Disclosure Letter.