Common use of Qualification; Organization Clause in Contracts

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other entity limited liability company duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub 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, except where the failure to have such power or authority would not have, individually or in the aggregate, a Parent Material Adverse Effect.

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. True, complete and correct copies of the articles of incorporation of Parent and the by-laws of Parent, as in effect as of the date of this Agreement, have previously been made available to the Company.

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub has all requisite corporate corporate, limited partnership, or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub has all requisite corporate corporate, limited liability company, or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction the State of organizationDelaware. Each of Parent and Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. 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 all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Qualification; Organization. (a) Each of Parent and Merger Sub is a limited partnership or corporation or other entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub has all requisite limited partnership or corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub 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., except where the failure to have such power or authority would not have, individually or in the aggregate, a Parent Material Adverse Effect. -27- TABLE OF CONTENTS (continued) Page

Qualification; Organization. (a) Each of Parent and Merger Sub is a corporation or other entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.