Common use of Organization; Standing Clause in Contracts

Organization; Standing. (a) The Company is an exempted company duly incorporated, validly existing and in good standing under the Laws of Bermuda. The Company has all requisite power and authority necessary to carry on its business as it is now being conducted, and to own, lease and operate its assets and properties in all material respects. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not constitute a Material Adverse Effect or reasonably be expected to prevent or materially impair or delay (x) the consummation by the Company of any of the Transactions on a timely basis or (y) the compliance by the Company with its obligations under this Agreement. A copy of each of the Company Organizational Documents is included in the Filed SEC Documents. The Company is not in violation of the Company Organizational Documents, and no Subsidiary of the Company is in violation of any of its Organizational Documents, except, in each case, as would not be material to the Company and its Subsidiaries, taken as a whole. (b) Each of the Company’s Subsidiaries is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so incorporated or organized, existing and in good standing would not constitute a Material Adverse Effect.

Organization; Standing. (a) The Company is an exempted company duly incorporated, validly existing existing, and in good standing under the Laws of Bermuda. The Company has all requisite power and authority necessary to carry on its business as it is now being conducted, and to own, lease lease, and operate its assets and properties in all material respects. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified qualified, or in good standing would not constitute a Material Adverse Effect or reasonably be expected to prevent or materially delay, interfere with, hinder, or impair or delay (x) the consummation by the Company of any of the Transactions on a timely basis or (y) the compliance by the Company with its obligations under this Agreement. A copy of each of the Company Organizational Documents is included in the Filed SEC Documents. The Company is not in violation of the Company Organizational Documents, and no Subsidiary of the Company is in violation of any of its Organizational Documents, except, in each case, as would not be material to the Company and its Subsidiaries, taken as a whole. (b) Each of the Company’s Subsidiaries is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so incorporated or organized, existing and in good standing would not constitute a Material Adverse Effect.

Organization; Standing. (a) The Company is an exempted company limited by shares duly incorporatedincorporated and organized, validly existing and in good standing under the Laws of Bermuda. The Company has all requisite power and authority necessary to carry on its business as it is now being conducted, and to own, lease and operate its assets assets, rights and properties in all material respects. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not constitute reasonably be expected to have a Company Material Adverse Effect or reasonably be expected to prevent prevent, materially delay or materially impair or delay (x) the consummation by the Company of any of the Transactions on a timely basis or (y) the compliance by the Company with its obligations under this Agreement. . (b) A true, complete and correct copy of each of the Company Organizational Documents is included in the Filed SEC Documents. The Company is not in material violation of any provision of the Company Organizational Documents, and no Subsidiary of the Company is in material violation of any its certificates or articles of its Organizational Documentsincorporation, exceptmemorandum of association, bylaws, bye-laws or other comparable charter or organizational documents. The Company has made available to Parent true, complete and correct copies of the organizational documents of each of the Company’s Subsidiaries, in each case, case as would not be material to amended and in effect as of the Company and its Subsidiaries, taken as a wholedate hereof. (bc) Each of the Company’s Subsidiaries is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so incorporated or organized, existing and in good standing would not constitute be material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole.

Organization; Standing. (a) The Company is an exempted company a corporation duly incorporatedorganized and validly existing under the laws of the State of Delaware and is in good standing with the Secretary of State of Delaware. The Company has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, except as would not, individually or in the aggregate, have a Material Adverse Effect. True and complete copies of the Company Charter Documents are included in the Filed SEC Documents. The Company Charter Documents are in full force and effect, and the Company is not in violation of any of the provisions of the Company Charter Documents in any material respect. (b) Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of Bermuda. The Company the jurisdiction of its organization and has all requisite organizational power and authority necessary to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power and to ownauthority would not, lease individually or in the aggregate, have a Material Adverse Effect. (c) Each of the Company and operate its assets and properties in all material respects. The Company Subsidiaries is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not constitute not, individually or in the aggregate, have a Material Adverse Effect Effect. Except as would not, individually or reasonably be expected to prevent or materially impair or delay in the aggregate, have a Material Adverse Effect, (xi) the consummation by the Company of any of the Transactions on a timely basis or (y) the compliance by the Company with its obligations under this Agreement. A copy of each of the Company Organizational Documents is included in the Filed SEC Documents. The Company is not in violation certificates of the Company Organizational Documentsincorporation, and no Subsidiary of the Company is in violation of any of its Organizational Documents, except, in each case, as would not be material to the Company and its Subsidiaries, taken as a whole. (b) Each bylaws or comparable governing documents of the Company’s Subsidiaries is duly incorporated or organized, validly existing in full force and in good standing effect and (where such concept is recognized under applicable Lawii) under the Laws none of the jurisdiction Company’s Subsidiaries is in violation of its incorporation or organization, except where any provision of the failure to be so incorporated or organized, existing and in good standing would not constitute a Material Adverse Effectforegoing documents.

Organization; Standing. (a) The Company is an exempted a limited liability company duly incorporatedorganized, validly existing and in good standing under the Laws of Bermuda. the Republic of The Company Xxxxxxxx Islands and has all requisite limited liability company power and authority necessary to carry on its business as it is now being conducted, and to own, lease and operate its assets and properties in all material respects. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification necessary, good standing necessary except where the failure to be so licensed, qualified or in good standing standing, individually or in the aggregate, has not had and would not constitute a Material Adverse Effect or reasonably be expected to prevent or materially impair or delay (x) the consummation by the Company of any of the Transactions on have a timely basis or (y) the compliance by the Company with its obligations under this AgreementMaterial Adverse Effect. A copy of each True and complete copies of the Company Organizational Documents is included in the Filed SEC Documents. The Company is not in violation of the Company Organizational Documents, and no Subsidiary of the Company is in violation of any of its Organizational Documents, except, in each case, (as would not be material amended to the Company and its Subsidiaries, taken as a wholedate hereof) have been made available to the Investor. (b) Each The Company has no, and since its formation has had no, material operations other than its ownership of equity interests in, and serving as the general partner of, the Limited Partnership. The Company does not own, and since its formation has not owned, any material assets, property or equity interests, other than its general partnership interests in the Limited Partnership and the incentive distribution rights described in the LP Agreement. The Company has no, and since its formation has had no, employees. The Company has no Indebtedness and no material liabilities of any nature (whether accrued, absolute, contingent or otherwise) except its obligations under the LP Agreement. The Company owns 100% of the Company’s Subsidiaries general partnership interest in the Limited Partnership. (c) The Seller is a corporation duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of Bermuda and has all requisite corporate power and authority necessary to carry on its incorporation or organization, except where the failure to be so incorporated or organized, existing and in good standing would not constitute a Material Adverse Effectbusiness as it is now being conducted.

Organization; Standing. (a) The Company is an exempted company duly incorporated, validly existing and in good standing under the Laws of Bermuda. The Company has all requisite corporate power and authority necessary to carry on its business as it is now being conducted, conducted and to own, lease and operate its assets and properties properties, except (other than with respect to the due incorporation and valid existence of the Company) as would not reasonably be expected to have, individually or in all material respectsthe aggregate, a Material Adverse Effect. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not constitute a Material Adverse Effect or reasonably be expected to prevent have, individually or materially impair or delay (x) in the consummation by the aggregate, a Material Adverse Effect. The Company of any of the Transactions on has made available to Parent and Merger Sub a timely basis or (y) the compliance by the Company with its obligations under this Agreement. A true and complete copy of each of the Company Organizational Documents is included as in effect on the Filed SEC Documentsdate of this Agreement. The Company is not in violation of the Company Organizational Documents, Documents and no Subsidiary of the Company or Joint Venture Entity is in violation of any of its Organizational Documentsorganizational documents, except, in each case, except as would not be material to the Company Company, its Subsidiaries and its Subsidiaries, the Joint Venture Entities taken as a whole. (b) Each of the Company’s Subsidiaries and each Joint Venture Entity is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so incorporated or organized, existing and in good standing as would not constitute be material to the Company, its Subsidiaries and the Joint Venture Entities taken as a Material Adverse Effectwhole.

Organization; Standing. (a) The Company is an exempted company a corporation duly incorporated, validly existing and in good standing under the Laws laws of Bermuda. The Company the State of Louisiana and has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, except (other than with respect to the Company’s due incorporation and valid existence) as would not, individually or in the aggregate, reasonably be expected to own, lease and operate its assets and properties in all material respectshave a Material Adverse Effect. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not constitute a Material Adverse Effect not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay (x) the consummation by the Company of any of the Transactions on have a timely basis or (y) the compliance by the Company with its obligations under this AgreementMaterial Adverse Effect. A copy of each True and complete copies of the Company Organizational Charter Documents is are included in the Filed SEC Documents. The , and the Company is not in violation of the Company Organizational Documents, and no Subsidiary any of the Company is in violation of any of its Organizational Documentsprovisions thereof, except, in each case, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) Each of the Company’s Subsidiaries is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation organization, has all requisite corporate power and authority necessary to carry on its business as it is now being conducted, and is duly licensed or organizationqualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so incorporated or organized, existing existing, qualified, licensed, and in good standing would not constitute not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Organization; Standing. (a) The Company is an exempted company duly incorporated, validly existing and in good standing under the Laws of Bermuda. The Company has all requisite power and authority necessary to carry on its business as it is now being conducted, and to own, lease and operate its assets and properties in all material respects. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not constitute a Material Adverse Effect or reasonably be expected to prevent or materially delay, interfere with, hinder or impair or delay (x) the consummation by the Company of any of the Transactions on a timely basis or (y) the compliance by the Company with its obligations under this Agreement. A copy of each of the Company Organizational Documents is included in the Filed SEC Documents. The Company is not in violation of the Company Organizational Documents, and no Subsidiary of the Company is in violation of any of its Organizational Documents, except, in each case, as would not be material to the Company and its Subsidiaries, taken as a whole. (b) Each of the Company’s Subsidiaries is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so incorporated or organized, existing and in good standing would not constitute a Material Adverse Effect.

Organization; Standing. (a) The Company is an exempted company a corporation duly incorporated, organized and validly existing and in good standing under the Laws of Bermuda. The Company the Commonwealth of Pennsylvania, is in good standing in the Commonwealth of Pennsylvania and has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, and to own, lease and operate its assets and properties in all material respects. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not constitute not, individually or in the aggregate, reasonably be expected to (i) have a Material Adverse Effect or reasonably be expected to (ii) prevent or materially impair or delay (x) the consummation by the Company of any of the Transactions on a timely basis or (y) the compliance by the Company with its obligations under this AgreementTransactions. A copy of each True and complete copies of the Company Organizational Charter Documents is of the Company are included in the Filed SEC Documents. The Company is not in violation of the Company Organizational Documents, and no Subsidiary of the Company is in violation of any of its Organizational Documents, except, in each case, as would not be material to the Company and its Subsidiaries, taken as a whole. (b) Each of the Company’s Subsidiaries is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, and is duly licensed or qualified to transact business as a foreign corporation in each jurisdiction in which the conduct of its business requires such licensing or qualification, in each case except where the failure would not, individually or in the aggregate, reasonably be expected to be so incorporated or organized, existing and in good standing would not constitute (i) have a Material Adverse EffectEffect or (ii) prevent or materially delay the consummation of the Transactions.

Organization; Standing. (a) The Company is an exempted company (i) has been duly incorporated, is validly existing and as a corporation in good standing under the Laws laws of Bermuda. The Company the jurisdiction of its incorporation, (ii) has all requisite the corporate power and authority necessary to carry on own or hold its property and to conduct its business as described in the Filed SEC Documents and (iii) is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing, as applicable, of property requires such qualification, except in the case of clauses (ii) and (iii), where the failure to have such power or authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary of the Company (i) has been duly incorporated or formed, is validly existing as a corporation, limited liability company, limited partnership, unlimited liability company or similar legal entity in good standing (or similar status to the extent it is now being conductedexists) under the laws of the jurisdiction of its incorporation or formation, as the case may be, (ii) has the corporate, limited liability company, limited partnership, unlimited liability company or other applicable power and authority, as the case may be, to own its property and to own, lease conduct its business as described in the Filed SEC Documents and operate its assets and properties in all material respects. The Company (iii) is duly licensed or qualified to do transact business and is in good standing (where or, in each case, such concept is recognized under applicable Lawsimilar status in such jurisdiction) in each jurisdiction in which the nature conduct of its business or its ownership or leasing, as the business conducted by it or the character or location case may be, of the properties and assets owned or leased by it makes property requires such licensing or qualification necessaryqualification, except in the case of clauses (ii) and (iii), where the failure to have such power or authority or to be so licensed, qualified or in good standing would not constitute a Material Adverse Effect or reasonably be expected to prevent or materially impair or delay (x) the consummation by the Company of any of the Transactions on a timely basis or (y) the compliance by the Company with its obligations under this Agreement. A copy of each of the Company Organizational Documents is included in the Filed SEC Documents. The Company is not in violation of the Company Organizational Documents, and no Subsidiary of the Company is in violation of any of its Organizational Documents, except, in each case, as would not be material to the Company and its Subsidiaries, taken as a whole. (b) Each of the Company’s Subsidiaries is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so incorporated or organized, existing and in good standing would not constitute have a Material Adverse Effect.

Organization; Standing. (a) The Company is an exempted company a corporation duly incorporated, organized and validly existing and in good standing under the Laws of Bermuda. The Company the State of Delaware, is in good standing with the DSS and has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, and to own, lease and operate its assets and properties in all material respects. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not constitute a Material Adverse Effect not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay (x) the consummation by the Company of any of the Transactions on have a timely basis or (y) the compliance by the Company with its obligations under this AgreementMaterial Adverse Effect. A copy of each True and complete copies of the Company Organizational Charter Documents is are included in the Filed SEC Documents. The Company is not in violation of the Company Organizational Documents, and no Subsidiary of the Company is in violation of any of its Organizational Documents, except, in each case, as would not be material to the Company and its Subsidiaries, taken as a whole. (b) Each of the Company’s Subsidiaries is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so incorporated or organized, existing and in good standing would not constitute not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Other than as set forth in Section 3.01(b) of the Company Disclosure Letter, all of the capital stock or comparable equity interests of each Subsidiary are owned by the Company free and clear of any and all Liens, and are validly issued, fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Organization; Standing. Purchaser and each of its Affiliates that is or will be party to any Transaction Document (aeach, a “Purchaser Entity”) The Company is an exempted company entity duly incorporatedorganized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of Bermuda. The Company the jurisdiction of its organization and has all requisite power and authority necessary to carry on its business as it is now being conducted, except (other than with respect to such entity’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to ownprevent, lease and operate materially delay or impair the ability of any Purchaser Entity to perform its assets and properties in all material respectsobligations under the Transaction Documents to which such Purchaser Entity is or will be a party or consummate the Transactions on a timely basis. The Company Each Purchaser Entity is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not constitute a Material Adverse Effect not, individually or in the aggregate, reasonably be expected to prevent prevent, materially delay or materially impair or delay (x) the consummation by the Company ability of any of Purchaser Entity to perform its obligations under the Transaction Documents to which such Purchaser Entity is or will be a party or consummate the Transactions on a timely basis or (y) the compliance by the Company with its obligations under this Agreement. A copy of each of the Company Organizational Documents is included in the Filed SEC Documents. The Company is not in violation of the Company Organizational Documents, and no Subsidiary of the Company is in violation of any of its Organizational Documents, except, in each case, as would not be material to the Company and its Subsidiaries, taken as a wholebasis. (b) Each of the Company’s Subsidiaries is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so incorporated or organized, existing and in good standing would not constitute a Material Adverse Effect.

Organization; Standing. (a) The Company is an exempted company a corporation duly incorporated, organized and validly existing and in good standing under the Laws of Bermuda. The Company the State of Delaware, is in good standing with the DSS and has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, and to own, lease and operate its assets and properties in all material respects. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not constitute a Material Adverse Effect not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay (x) the consummation by the Company of any of the Transactions on have a timely basis or (y) the compliance by the Company with its obligations under this AgreementMaterial Adverse Effect. A copy of each True and complete copies of the Company Organizational Charter Documents is are included in the Filed Company SEC Documents. The Company is not in violation of the Company Organizational Documents, and no Subsidiary of the Company is in violation of any of its Organizational Documents, except, in each case, as would not be material to the Company and its Subsidiaries, taken as a wholeReports. (b) Each of the Company’s Subsidiaries is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so incorporated or organized, existing and in good standing would not constitute not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to transact business as a foreign corporation in each jurisdiction in which the conduct of its business requires such licensing or qualification, in each case except where the failure would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.