Common use of Qualification; Organization Clause in Contracts

Qualification; Organization. Each of Parent and Merger Sub is (a) a legal entity duly organized and validly existing 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 and to carry on its business as presently conducted, and (b) qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) except, in each case, where the failure to be so organized, existing, to have such power and authority, or to be so qualified or in good standing would not reasonably be expected to prevent or materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement, including the Merger (a “Parent Material Adverse Effect”). Parent has made available to the Company prior to the date of this Agreement a true and complete copy of Parent’s and Merger Sub’s organizational documents, each as amended through the date of this Agreement. Such organizational documents are in full force and effect. Neither Parent nor Merger Sub is in violation of the provisions of its organizational documents.

Qualification; Organization. Each of the Parent and Merger Sub is (a) a legal entity duly organized and validly existing 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 and to carry on its business as presently conducted, . Each of the Parent and (b) Merger is qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) except, in each case, jurisdiction where the failure to be so organizedownership, existingleasing or operation of its assets or properties or conduct of its business requires such qualification, to have such power and authority, or to be so qualified or in good standing except as would not reasonably be expected to prevent or materially delay or materially impair the ability of the Parent or Merger Sub to consummate the transactions contemplated by this Agreement, including Merger and the Merger other Transactions (a “Parent Material Adverse Effect”). The Parent has made available to the Company prior to the date of this Agreement a true and complete copy of the Parent’s and Merger Sub’s organizational documents, each as amended through the date of this Agreement. Such organizational documents are in full force and effect. Neither the Parent nor Merger Sub is in violation in any material respect of the provisions of its organizational documents.