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. (b) Each of Parent and Merger Sub 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, licensed or in good standing would not, individually or in the aggregate, have or be reasonably expected to materially delay or prevent the consummation of the transactions contemplated by this Agreement. The organizational or governing documents of Parent and Merger Sub, are in full force and effect. Neither Parent nor Merger Sub is in violation of its organizational or governing documents. A true and correct copy of the organizational or governing documents of Parent and Merger Sub have previously been provided 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, partnership or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. (b) Each of Parent and Merger Sub is duly qualified to do business and is in good standing as a foreign corporation (or other legal 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 qualified, licensed qualified or in good standing would not, individually or in the aggregate, have or be reasonably expected to materially delay or prevent the consummation of the transactions contemplated by this Agreementa Parent Material Adverse Effect. The organizational or governing documents of the Parent and Merger Sub, as previously provided to the Company, are in full force and effect. Neither Parent nor Merger Sub is in violation of its organizational or governing documents. A true and correct copy of the organizational or governing documents of Parent and Merger Sub have previously been provided to the Company.