Common use of Organization, Standing and Power Clause in Contracts

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documents.

Organization, Standing and Power. Each of the Parent and the Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub its incorporation, has the all requisite corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure to be so qualified and or in good standing standing, individually or in the aggregate, would have a Material Adverse Effect on Parent. Neither not reasonably be expected to materially impair the ability of the Parent nor or the Merger Sub is in violation of any of to consummate the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentstransactions contemplated hereunder.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organizationDelaware. Each of Parent and Merger Sub has the all corporate power and authority to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent. Neither Parent nor and Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentsSub.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would could reasonably be expected to have a Parent Material Adverse Effect on ParentEffect. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles Certificate of Incorporation or Bylaws or equivalent organizational documents.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documents.

Organization, Standing and Power. Each of Parent and Merger Sub (a) is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of organization. Each of Parent organization and Merger Sub (b) has the all requisite corporate or similar power and authority to own own, lease and operate its properties and to carry on its business as now being conducted conducted, except in the case of clause (b) as, individually or in the aggregate, has not had and as proposed would not reasonably be expected to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documents.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted conducted. Parent has made available true and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent. Neither Parent nor Merger Sub is in violation of any correct copy of the provisions of its Articles Certificate of Incorporation or and Bylaws or equivalent organizational other charter documents, as applicable, of Parent and Merger Sub, each as amended to date, to the Company.

Organization, Standing and Power. Each of Parent and Merger Sub (a) is a limited liability company or corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of organization. Each of Parent organization and Merger Sub (b) has the all requisite corporate or similar power and authority to own own, lease and operate its properties and to carry on its business as now being conducted conducted, except in the case of clause (b) as, individually or in the aggregate, has not had and as proposed would not reasonably be expected to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Parent Material Adverse Effect on Parent. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentsEffect.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on conduct its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which where the failure to be so qualified and in good standing standing, individually or in the aggregate with any such other failures, would not have a Parent Material Adverse Effect on ParentEffect. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles articles or certificate of Incorporation incorporation, as applicable, or Bylaws or equivalent organizational documentsbylaws.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationincorporation. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on the Parent. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles of Incorporation Incorporation, or Bylaws or equivalent organizational documents.

Organization, Standing and Power. Each of Parent and the Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent incorporation and Merger Sub has the corporate all requisite power and authority to own own, lease and operate its properties and to carry on its business as now being conducted conducted. The copies of the charter and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent. Neither Parent nor by-laws of Merger Sub is in violation which were previously furnished to the Company are true, complete and correct copies of any of the provisions of its Articles of Incorporation such documents and have not been amended or Bylaws or equivalent organizational documentsotherwise modified.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation are corporations duly organized, validly existing and in good standing under the laws Laws of its jurisdiction their respective jurisdictions of organization. Each of Parent and Merger Sub has the corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be presently conducted and is duly qualified to do business and is are in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Parent Material Adverse Effect on ParentEffect. Neither Parent nor is the owner of all outstanding shares of capital stock or other equity interests of Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentsSub.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation are corporations duly organized, validly existing and in good standing under the laws of its jurisdiction their respective jurisdictions of organization. Each of Parent and Merger Sub has the corporate power to own its their respective properties and to carry on its business their respective businesses as now being conducted and as proposed to be conducted and is are each duly qualified to do business and is are in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Parent Material Adverse Effect on ParentEffect. Neither Parent nor is the owner of all outstanding shares of capital stock of Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentsSub.

Organization, Standing and Power. Each of Parent and Merger Sub is a -------------------------------- corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub has the corporate power and authority to own enter into this Agreement and the Ancillary Agreements, to perform its properties obligations hereunder and thereunder and to carry on its business as now being conducted consummate the transactions contemplated hereby and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parentthereby. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentshas no material subsidiaries.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles Certificate of Incorporation or Bylaws or equivalent organizational documents.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted conducted. Parent has delivered a true and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent. Neither Parent nor Merger Sub is in violation of any correct copy of the provisions of its Articles Certificate of Incorporation or and Bylaws or equivalent organizational other charter documents, as applicable, of Parent and Merger Sub, each as amended to date, to LPC.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent. Neither Parent nor Merger Sub nor Parent is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentsbylaws.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of organizationincorporation, and has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Each of Parent and Merger Sub has the all necessary corporate power and authority to own its properties and to carry on conduct its business as now in the manner in which its business is currently being conducted and as in the manner in which its business is proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parentconducted. Neither Parent nor Merger Sub is in violation of any provision of the provisions their respective certificates of its Articles of Incorporation or Bylaws or equivalent organizational documentsincorporation.

Organization, Standing and Power. Each of Parent and Merger Sub (a) is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of organization. Each of Parent incorporation and Merger Sub (b) has the requisite corporate power and authority to own own, lease and operate its properties and to carry on its business as now being conducted conducted, except as, individually or in the aggregate, has not had and as proposed would not reasonably be expected to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Parent Material Adverse Effect on ParentEffect. Neither Parent nor Merger Sub is in violation For purposes of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documents.this Agreement, “

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationincorporation. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect material adverse effect on the Business or Condition of Parent. Neither Parent nor Merger Sub is in violation of any of the provisions of its Certificate of Incorporation or Articles of Incorporation Incorporation, as applicable, or Bylaws or equivalent organizational documents.

Organization, Standing and Power. Each of the Parent and the Merger -------------------------------- Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub its incorporation, has the all requisite corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure to be so qualified and or in good standing standing, individually or in the aggregate, would have a Material Adverse Effect on Parent. Neither materially impair the ability of the Parent nor or the Merger Sub is in violation of any of the provisions of to perform its Articles of Incorporation or Bylaws or equivalent organizational documentsobligations hereunder.

Organization, Standing and Power. Each of the Parent and the Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub its incorporation, has the all requisite corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure to be so qualified and or in good standing standing, individually or in the aggregate, would have a Material Adverse Effect on Parent. Neither materially impair the ability of the Parent nor or the Merger Sub is in violation of any of the provisions of to perform its Articles of Incorporation or Bylaws or equivalent organizational documentsobligations hereunder.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation or other form of legal entity duly incorporated or organized, validly existing and in good standing under the laws of its the jurisdiction of organization. Each of Parent its incorporation or organization and Merger Sub has the corporate requisite power and authority to own own, lease and operate its assets and properties and to carry on its business as now being conducted conducted. Parent has made available to the Company a correct and complete copy of the certificate of incorporation and by-laws, or similar organizational documents, of each of Parent and Merger Sub, each as amended and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which effect on the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentsdate hereof.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent incorporation and Merger Sub has the requisite corporate power to own its properties and authority to carry on its business as now being conducted and as proposed to be conducted own and is duly qualified to do business use the properties and is in good standing in each jurisdiction in which assets owned and used by it. True and complete copies of the failure to be so qualified Organizational Documents of the Parent and in good standing would have a Material Adverse Effect on Parent. Neither Parent nor Merger Sub is in violation of any of have been furnished by Parent to the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentsCompany for inspection to the extent requested by the Company.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction respective state of organization. Each of Parent incorporation and Merger Sub has the all requisite corporate power and authority to own own, operate and lease its properties and to carry on its business as now being conducted conducted. Each of Parent and as proposed to be conducted and Merger Sub is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing qualify would have a Material Adverse Effect on Parent. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentsEffect.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on conduct its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which where the failure to be so qualified and in good standing standing, individually or in the aggregate with any such other failures, would not have a Parent Material Adverse Effect on ParentEffect. Neither Parent nor Merger Sub is in violation in any material respect of any of the provisions of its Articles articles or certificate of Incorporation incorporation, as applicable, or Bylaws or equivalent organizational documentsbylaws.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation are corporations duly organized, validly existing and in good standing under the laws Laws of its jurisdiction their respective jurisdictions of organization. Each of Parent and Merger Sub has the corporate power to own its their respective properties and to carry on its business their respective businesses as now being conducted and as proposed to be conducted and is are each duly qualified to do business and is are in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have have, or would reasonably be expected to result in, a Parent Material Adverse Effect on ParentEffect. Neither Parent nor is the owner of all outstanding shares of capital stock of Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentsSub.

Organization, Standing and Power. Each of Parent and Merger -------------------------------- Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub has the corporate power and authority to own enter into this Agreement and the Ancillary Agreements, to perform its properties obligations hereunder and thereunder and to carry on its business as now being conducted consummate the transactions contemplated hereby and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parentthereby. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentshas no material subsidiaries.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of Parent and Merger Sub has the have all requisite corporate power and authority to own its properties enter into this Agreement and the Registration Rights Agreement (as hereinafter defined) and to carry on its business as now being conducted consummate the transactions contemplated hereby and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent. Neither Parent nor Merger Sub is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documentsthereby.