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

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets, 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 organized, validly existing, qualified or in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the date of this Agreement a true and complete copy of its charter and bylaws, each as amended through the date hereof and which are in full force and effect (the “Company Organizational Documents”) and has made available to Parent prior to the date of this Agreement a true and complete copy of the articles of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. (b) Section 3.1(b) of the Company Disclosure Schedule lists each Subsidiary of the Company and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. All of the outstanding shares of capital stock or other equity interests of each

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets, 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 leasing, character or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the date of this Agreement a true and complete copy of its charter certificate of incorporation and bylaws, each as amended through the date hereof and which are in full force and effect bylaws (the “Company Organizational Documents”) and has made available to Parent prior to the date of this Agreement a true and complete copy of the articles certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Company nor any Subsidiary of the Company is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 3.1(b3.1(b)(i) of the Company Disclosure Schedule lists sets forth a complete list, as of the date hereof, of each Subsidiary of the Company and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 3.1(b)(ii) of the Company Disclosure Schedule sets forth each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. All Except as set forth in Section 3.1(b)(ii) of the Company Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of eacheach Subsidiary of the Company are owned by the Company, by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company, in each case free and clear of all Liens, except for Company Permitted Liens. Except as set forth in Section 3.1(b)(iii) of the Company Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Company Joint Ventures. “Company Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of the Company and in which (i) the Company, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) the Company or a Subsidiary of the Company is a general partner.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets, 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 organized, validly existing, qualified or or, where relevant, in good standing, or to have such power or authority, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent filed with the SEC, prior to the date of this Agreement a true Agreement, complete and complete copy accurate copies of its charter the Third Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and bylaws, each the Restated Bylaws of the Company (the “Company Bylaws”) as amended through to the date hereof hereof. The Company Certificate of Incorporation and which the Company Bylaws are in full force and effect (the “Company Organizational Documents”) and has made available to Parent prior to the date of this Agreement a true and complete copy effect. None of the articles of incorporation and bylaws Company or other equivalent organizational documents of each any of its Subsidiaries, each as amended through the date hereofSubsidiaries is in violation of its Organizational Documents in any material respect. (b) Section 3.1(b) of All the Company Disclosure Schedule lists each Subsidiary of the Company issued and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. All of the outstanding shares of capital stock of, or other equity interests of in, each Significant Subsidiary of the Company have been validly issued and are fully paid and nonassessablenonassessable and are owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens. All Section 4.1 of the outstanding shares Company Disclosure Letter contains a correct and complete list of capital stock all of the Company’s Material Subsidiaries, the ownership interest of the Company in each such Subsidiary and the ownership interest of any other Person or other equity interests of eachPersons in each such Subsidiary.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets, 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 or other entity 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 organized, validly existing, qualified or or, where relevant, in good standing, or to have such power or authority, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent filed with the SEC, prior to the date of this Agreement Agreement, a true complete and complete accurate copy of its charter the Company Certificate and bylaws, each the Company Bylaws as amended through to the date hereof hereof. The Company Certificate and which the Company Bylaws are in full force and effect (and the “Company Organizational Documents”) and has made available to Parent prior to is not in violation of either the date of this Agreement a true and complete copy of Company Certificate or the articles of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereofCompany Bylaws. (b) Section 3.1(b) of All the Company Disclosure Schedule lists each Subsidiary of the Company issued and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. All of the outstanding shares of capital stock of, or other equity interests of in, each Company Subsidiary of the Company have been validly issued and are fully paid and nonassessablenonassessable and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Company Permitted Liens. All The Company has provided Parent with a true and complete list of all Company Subsidiaries as of the outstanding shares date of capital stock or other equity interests of eachthis Agreement.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Subsidiaries is a legal corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate corporate, limited liability company, limited partnership or similar other business entity (as the case may be) power and authority and all necessary governmental approvals to own, lease and operate its properties and assets, assets and to carry on its business as presently conducted and is qualified to do business and is conducted, except, in good standing as a foreign corporation in each jurisdiction where the ownershipcase of the Subsidiaries of the Company, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified existing or in good standingstanding and, or in the case of the Company and its Subsidiaries, where the failure to have such power or authoritypower, authority and governmental approvals, has not had, and would not reasonably be expected to havehave a Company Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, individually and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure of any such Subsidiary to be so qualified or licensed and in the aggregategood standing has not had, and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent prior to the date of this Agreement a true and complete copy of its charter and bylaws, each as amended through the date hereof and which are in full force and effect (the “Company Organizational Documents”) and has made available to Parent prior to the date of this Agreement a true and complete copy copies of the articles Company’s Articles of incorporation Organization and bylaws or other equivalent Amended and Restated By-laws and copies of similar organizational documents of each of its Subsidiaries, in each case as amended through the date hereof. (b) . Such Articles of Organization and Amended and Restated By-laws of the Company and, except as set forth in Section 3.1(b) 4.1 of the Company Disclosure Schedule lists each Subsidiary Schedules, such similar organizational documents of the Company its Subsidiaries, are in full force and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. All of the outstanding shares of capital stock or other equity interests of eacheffect.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its the Company Subsidiaries is a legal entity duly organized, validly existing and and, where such concept is recognized, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets, 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 or other entity 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 organizedorganized (other than the Company), validly existingexisting (other than the Company), qualified or or, where relevant, in good standing, or to have such power or authority, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent filed with the SEC, prior to the date of this Agreement Agreement, a true complete and complete accurate copy of its charter and bylaws, each the Company Governing Documents as amended through to the date hereof and which hereof. The Company Governing Documents are in full force and effect (and the “Company Organizational Documents”) and has made available to Parent prior to the date is not in violation of this Agreement a true and complete copy either of the articles of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereofCompany Governing Documents. (b) Section 3.1(b) of All the Company Disclosure Schedule lists each Subsidiary of the Company issued and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. All of the outstanding shares of capital stock of, or other equity interests of in, each Company Subsidiary of the Company have been validly issued and are fully paid and nonassessable. All nonassessable and are wholly owned, directly or indirectly, by the Company free and clear of the outstanding shares of capital stock or all Liens, other equity interests of eachthan Permitted Liens.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Subsidiaries is a legal entity duly organizedorganized or formed, validly existing and in good standing (to the extent that the concept of “good standing” is applicable in such jurisdiction) under the Laws of its respective jurisdiction of organization or formation and has all the requisite corporate corporate, partnership, limited liability company or other similar power and authority to own, lease and operate its properties and assets, assets and to carry on its business as presently conducted and as proposed to be conducted, except where the failure to have such power or authority has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Each of the Company and its Subsidiaries is qualified to do business and is in good standing as a foreign corporation entity 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 organized, validly existing, qualified or in good standingstanding as has not had, or to have such power or authority, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Effect on the Company. (b) (i) The copies of the certificate of incorporation and bylaws of the Company has made available to Parent prior to as most recently filed with the date of this Agreement a true and complete copy of its charter and bylaws, each as amended through the date hereof and which are in full force and effect Company SEC Documents (the “Company Organizational Documents”) are true, correct, and has made available to Parent prior to complete copies of such documents as in effect as of the date of this Agreement a true and complete copy (ii) the certificate of the articles incorporation, certificate of incorporation and bylaws limited partnership, certificate of formation, bylaws, limited partnership agreement, limited liability company agreement or other equivalent comparable constituent or organizational documents of each material Subsidiary of its Subsidiariesthe Company, each as amended through the date hereof. (b) Section 3.1(b) , have been made available to the Parent. Neither the Company nor any of its Subsidiaries is in violation of any of the provisions of the Company Disclosure Schedule lists each Subsidiary of Organizational Documents, except for violations that have not had, and would not reasonably be expected to have, individually or in the Company and its jurisdiction of organization or formation and aggregate, a Material Adverse Effect on the jurisdictions in which they are qualified to do business. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. All of the outstanding shares of capital stock or other equity interests of eachCompany.