Common use of Qualification, Organisation, Subsidiaries, etc Clause in Contracts

Qualification, Organisation, Subsidiaries, etc. Each of Medtronic and its Subsidiaries and each of the Medtronic Merger Parties is a legal entity duly organised, validly existing and, where relevant, in good standing under the Laws of its jurisdiction of organisation and 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 presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, a Medtronic Material Adverse Effect. Medtronic has filed with the SEC, prior to the date of this Agreement, complete and accurate copies of the Amended and Restated Articles of Incorporation of Medtronic (the “Medtronic Articles of Incorporation”) as amended to the date hereof. The Medtronic Articles of Incorporation are in full force and effect and Medtronic is not in violation of the Medtronic Articles of Incorporation, except for such violations as have not had and would not reasonably be expected to have, individually or in the aggregate, a Medtronic Material Adverse Effect.

Qualification, Organisation, Subsidiaries, etc. Each of Medtronic Covidien and its Subsidiaries and each of the Medtronic Merger Parties is a legal entity duly organised, validly existing and, where relevant, in good standing under the Laws of its jurisdiction of organisation and 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 presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, a Medtronic Covidien Material Adverse Effect. Medtronic Covidien has filed with the SEC, prior to the date of this Agreement, a complete and accurate copies copy of the Amended Memorandum and Restated Articles of Incorporation Association of Medtronic Covidien (the “Medtronic Covidien Memorandum and Articles of IncorporationAssociation”) as amended to the date hereof. The Medtronic Covidien Memorandum and Articles of Incorporation Association are in full force and effect and Medtronic Covidien is not in violation of the Medtronic Covidien Memorandum and Articles of IncorporationAssociation, except for such violations as have not had and would not reasonably be expected to have, individually or in the aggregate, a Medtronic Covidien Material Adverse Effect.