Common use of Organization, Standing and Power Clause in Contracts

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

Organization, Standing and Power. Each of the Parent and the Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified incorporation or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunderorganization.

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 its incorporation, organization. Each of Parent and Merger Sub has all requisite the corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted, . Parent has made available true and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability correct copy of the Certificate of Incorporation and Bylaws or other charter documents, as applicable, of Parent or and Merger Sub, each as amended to date, to the Merger Sub to consummate the transactions contemplated hereunderCompany.

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

Organization, Standing and Power. Each of the Parent and the Merger Sub is a limited liability company or corporation duly organizedorganized or incorporated, validly existing and in good standing under the laws of its jurisdiction of its incorporation, formation and has all requisite necessary limited liability company or corporate power and authority to own, lease and operate its properties and assets and required to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunder.

Organization, Standing and Power. Each of the Parent and the Merger Sub (a) is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of its the jurisdiction of its incorporation, organization and (b) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and is except in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standingcase of clause (b) as, individually or in the aggregate, has not had and would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunderhave a Material Adverse Effect on Parent.

Organization, Standing and Power. Each of the Parent and the 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 its incorporation, organization. Each of Parent and Merger Sub has all requisite the corporate power and authority to own, lease and operate its own their respective properties and assets and to carry on its business their respective businesses as now being conducted, conducted and is are each duly qualified to do business and is are in good standing as a foreign corporation in each jurisdiction where in which the failure to be so qualified or and in good standing, individually or in standing would have a Parent Material Adverse Effect. Parent is the aggregate, would not reasonably be expected to materially impair the ability owner of the Parent or the all outstanding shares of capital stock of Merger Sub to consummate the transactions contemplated hereunderSub.

Organization, Standing and Power. Each of the Parent and the Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of its incorporation, incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability . The copies of the Parent or the charter and by-laws of Merger Sub which were previously furnished to consummate the transactions contemplated hereunderCompany are true, complete and correct copies of such documents and have not been amended or otherwise modified.

Organization, Standing and Power. Each of the Parent and the Merger Sub (a) is a limited liability company or corporation duly organized, validly existing and in good standing under the laws Laws of its the jurisdiction of its incorporation, organization and (b) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and is except in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standingcase of clause (b) as, individually or in the aggregate, has not had and would not reasonably be expected to materially impair the ability of the have a Parent or the Merger Sub to consummate the transactions contemplated hereunderMaterial Adverse Effect.

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 its incorporation, . Each of Parent and Merger Sub has all requisite the corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted, conducted and as proposed to be conducted and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where in which the failure to be so qualified or and in good standing, individually or standing would have a Material Adverse Effect on the Parent. Neither Parent nor Merger Sub is in the aggregate, would not reasonably be expected to materially impair the ability violation of any of the Parent provisions of its Articles of Incorporation, or the Merger Sub to consummate the transactions contemplated hereunderBylaws 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 its incorporation, has organization. Parent and Merger Sub have all requisite corporate power and authority to own, lease enter into this Agreement and operate its properties the Option Agreement and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunderhereby and thereby.

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 its incorporation, organization. Each of Parent and Merger Sub has all requisite the corporate power and authority to own, lease and operate own its properties and assets and to carry on conduct its business as now being conducted, conducted and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or and in good standing, individually or in the aggregateaggregate with any such other failures, would not reasonably be expected to materially impair the ability have a Parent Material Adverse Effect. Neither Parent nor Merger Sub is in violation of any of the Parent provisions of its articles or the Merger Sub to consummate the transactions contemplated hereundercertificate of incorporation, as applicable, or bylaws.

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 the jurisdiction of its incorporationincorporation or organization, has all the requisite corporate power and authority to own, lease and operate its assets and properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction except where the failure to be so qualified or organized, existing and in good standing, individually or in the aggregate, standing would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunderhave a Material Adverse Effect on Parent.

Organization, Standing and Power. Each of the Parent and the 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 its incorporation, organization. Each of Parent and Merger Sub has all requisite the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, presently conducted and is duly qualified to do business and is are in good standing as a foreign corporation in each jurisdiction where in which the failure to be so qualified or and in good standing, individually standing would have a Parent Material Adverse Effect. Parent is the owner of all outstanding shares of capital stock or in the aggregate, would not reasonably be expected to materially impair the ability other equity interests of the Parent or the Merger Sub to consummate the transactions contemplated hereunderSub.

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 its incorporation, . Each of Parent and Merger Sub has all requisite the corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted, conducted and as proposed to be conducted and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where in which the failure to be so qualified or and in good standing, individually standing would have a material adverse effect on the Business or Condition of Parent. Neither Parent nor Merger Sub is in the aggregate, would not reasonably be expected to materially impair the ability violation of any of the Parent provisions of its Certificate of Incorporation or the Merger Sub to consummate the transactions contemplated hereunderArticles of 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 its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated perform its obligations 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 its incorporation, incorporation and has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, conducted and is duly qualified to do business own and is in good standing as a foreign corporation in each jurisdiction where use the failure to be so qualified or in good standing, individually or in properties and assets owned and used by it. True and complete copies of the aggregate, would not reasonably be expected to materially impair the ability Organizational Documents of the Parent or the and Merger Sub have been furnished by Parent to consummate the transactions contemplated hereunderCompany for inspection to the extent requested by the Company.

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 its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated perform its obligations 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 respective state of its incorporation, incorporation and has all requisite corporate power and authority to own, operate and lease and operate its properties and assets and to carry on its business as now being conducted, . Each of Parent and Merger Sub is duly qualified to do business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction where in which the failure to be so qualified or in good standing, individually or in the aggregate, qualify would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunderhave a Material Adverse Effect.

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 its incorporation, organization. Each of Parent and Merger Sub has all requisite the corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted, conducted and as proposed to be conducted and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where in which the failure to be so qualified or and in good standing, individually or standing would have a Material Adverse Effect on Parent. Neither Parent nor Merger Sub is in the aggregate, would not reasonably be expected to materially impair the ability violation of any of the Parent provisions of its Certificate of Incorporation or the Merger Sub to consummate the transactions contemplated hereunderBylaws 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 its incorporation, has organization. Parent and Merger Sub have all requisite corporate power and authority to own, lease enter into this Agreement and operate its properties the Registration Rights Agreement (as hereinafter defined) and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunderhereby and thereby.

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 its incorporation, has organization. Parent and Merger Sub have all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunder.and

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 its incorporation, organization. Each of Parent and Merger Sub has all requisite the corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as now being conducted, . Parent has delivered a true and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability correct copy of the Certificate of Incorporation and Bylaws or other charter documents, as applicable, of Parent or the and Merger Sub Sub, each as amended to consummate the transactions contemplated hereunderdate, to LPC.

Organization, Standing and Power. Each of the Parent and the 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 its incorporation, incorporation or organization and has all the requisite corporate power and authority to own, lease and operate its assets and properties and assets and to carry on its business as now being conducted, . Parent has made available to the Company a correct and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability complete copy of the certificate of incorporation and by-laws, or similar organizational documents, of each of Parent or and Merger Sub, each as amended and as in effect on the Merger Sub to consummate the transactions contemplated hereunderdate hereof.

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 state of its incorporation, and has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Parent has all necessary corporate power and authority to own, lease and operate its properties and assets and to carry on conduct its business as now in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted, and is duly qualified to do business and . Neither Parent nor Merger Sub is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability violation of the Parent or the Merger Sub to consummate the transactions contemplated hereunderany provision of their respective certificates of incorporation.

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 its incorporation, organization. Each of Parent and Merger Sub has all requisite the corporate power and authority to ownenter into this Agreement and the Ancillary Agreements, lease to perform its obligations hereunder and operate its properties thereunder and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunderhereby and thereby.

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 its incorporation, organization. Each of Parent and Merger Sub has all requisite the corporate power and authority to ownenter into this Agreement and the Ancillary Agreements, lease to perform its obligations hereunder and operate its properties thereunder and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunderhereby and thereby. Parent has no material subsidiaries.

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

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 its incorporation, organization. Each of Parent and Merger Sub has all requisite the corporate power and authority to ownenter into this Agreement and the Ancillary Agreements, lease to perform its obligations hereunder and operate its properties thereunder and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunderhereby and thereby. Parent has no material subsidiaries.

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 its incorporation, organization. Each of Parent and Merger Sub has all requisite the corporate power and authority to own, lease and operate own its properties and assets and to carry on conduct its business as now being conducted, conducted and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or and in good standing, individually or in the aggregateaggregate with any such other failures, would not reasonably be expected to materially impair the ability have a Parent Material Adverse Effect. Neither Parent nor Merger Sub is in violation in any material respect of any of the Parent provisions of its articles or the Merger Sub to consummate the transactions contemplated hereundercertificate of incorporation, as applicable, or bylaws.

Organization, Standing and Power. Each of the Parent and the 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 its incorporation, organization. Each of Parent and Merger Sub has all requisite the corporate power and authority to own, lease and operate its own their respective properties and assets and to carry on its business their respective businesses as now being conducted, conducted and is are each duly qualified to do business and is are in good standing as a foreign corporation in each jurisdiction where in which the failure to be so qualified or and in good standingstanding would have, individually or in the aggregate, would not reasonably be expected to materially impair result in, a Parent Material Adverse Effect. Parent is the ability owner of the Parent or the all outstanding shares of capital stock of Merger Sub to consummate the transactions contemplated hereunderSub.

Organization, Standing and Power. (a) Each of the Parent and the Merger Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of its the jurisdiction of its incorporation, . Each of Parent and Merger Sub (x) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, conducted and (y) is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunder.or

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 the jurisdiction of its incorporation, has all requisite the corporate power and authority to own, lease and operate its properties and assets property and to carry on its business as now being conducted, . Parent has delivered or made available a true and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to materially impair the ability correct copy of the Parent Certificate of Incorporation and Bylaws or other charter documents of Parent, each as amended to date, to counsel for the Merger Sub to consummate the transactions contemplated hereunderCompany.