Common use of Organization, Standing and Power Clause in Contracts

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organizationformation and has all necessary corporate power required to carry on its business as now conducted.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organizationMichigan and the State of Delaware, respectively.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted. Parent has made available true and correct copy of the Certificate of Incorporation and Bylaws or organizationother charter documents, as applicable, of Parent and Merger Sub, each as amended to date, to the Company.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organizationformation and has all corporate powers and authority that are necessary to carry on its business as now conducted.

Organization, Standing and Power. Each of Parent and Merger Sub is a limited liability company or corporation duly incorporated organized or otherwise organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation formation and has all necessary limited liability company or organizationcorporate power required to carry on its business as now conducted.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation are corporations duly incorporated or otherwise organized, validly existing and in good standing under the laws of its their respective jurisdictions of organization. Each of Parent and Merger Sub has the corporate power to own their respective properties and to carry on their respective businesses as now being conducted and are each duly qualified to do business and are in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Parent Material Adverse Effect. Parent is the owner of incorporation or organizationall outstanding shares of capital stock of Merger Sub.

Organization, Standing and Power. Each of Parent and Merger Sub is -------------------------------- a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and the Option Agreement and to consummate the transactions contemplated hereby and thereby.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization, has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing would not have a Material Adverse Effect on Parent.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation or other form of legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organizationorganization and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted. Parent has made available to the Company a correct and complete copy of the certificate of incorporation and by-laws, or similar organizational documents, of each of Parent and Merger Sub, each as amended and as in effect on the date hereof.

Organization, Standing and Power. (a) Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction incorporation. Each of incorporation or organization.Parent and Merger Sub (x) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (y) is duly qualified or

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation its incorporation, has the corporate power to own, lease and operate its property and to carry on its business as now being conducted. Parent has delivered or organizationmade available a true and correct copy of the Certificate of Incorporation and Bylaws or other charter documents of Parent, each as amended to date, to counsel for the Company.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction respective state of incorporation or organizationand has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now being conducted. Each of Parent and Merger Sub is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

Organization, Standing and Power. Each of Parent and Merger Sub is a -------------------------------- corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of Parent and Merger Sub has the corporate power and authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Parent has no material subsidiaries.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing standing, if applicable, under the laws of its jurisdiction the state in which it was incorporated. There is no pending or, to the knowledge of incorporation Parent, threatened, action for the dissolution, liquidation or organizationinsolvency of either Parent or Merger Sub.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation or organization.incorporation, has all requisite power and authority to own, lease and operate its properties and to

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation or organizationits incorporation.

Organization, Standing and Power. Each of Parent and Merger Sub (a) is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction incorporation and (b) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. For purposes of incorporation or organization.this Agreement, “

Organization, Standing and Power. Each of Parent and Merger Sub -------------------------------- is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of Parent and Merger Sub has the corporate power and authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization, has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing would not reasonably be expected to have a Material Adverse Effect on Parent.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing standing, if applicable, under the laws Laws of its jurisdiction of incorporation or organizationthe state in which it was incorporated.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing standing, if applicable, under the laws applicable Laws of its jurisdiction the state of incorporation or organizationUtah.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and and, if applicable, in good standing under the laws Applicable Laws of its the jurisdiction of incorporation or organizationin which it was incorporated.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organizationand has the requisite corporate authority to carry on its business as now being conducted and to own and use the properties and assets owned and used by it. True and complete copies of the Organizational Documents of the Parent and Merger Sub have been furnished by Parent to the Company for inspection to the extent requested by the Company.

Organization, Standing and Power. Each of Parent and Merger Sub (a) is a corporation duly incorporated or otherwise organized, validly existing and subsisting or in good standing standing, as applicable, under the laws Laws of the jurisdiction of its jurisdiction of incorporation or organizationand (b) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. (a) Each of Parent and Merger Sub (i) is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction incorporation, (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is Table of incorporation or organization.Contents

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing standing, if applicable, under the laws of its jurisdiction the state in which it was incorporated. There is no pending or, to the knowledge of incorporation Parent or organizationMerger Sub, threatened, action for the dissolution, liquidation or insolvency of either Parent or Merger Sub.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and the Registration Rights Agreement (as hereinafter defined) and to consummate the transactions contemplated hereby and thereby.

Organization, Standing and Power. Each of Parent and Merger Sub (i) is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, and (ii) has all requisite power and authority to carry on its jurisdiction of incorporation or organizationbusiness as now being conducted.

Organization, Standing and Power. Each of Parent and each of its subsidiaries, including Merger Sub is a corporation Sub, are corporations duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction their respective jurisdictions of incorporation or organization.. Each of Parent and its

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization.the State of

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing standing, if applicable, under the laws applicable Laws of its jurisdiction of incorporation or organizationthe state in which it was incorporated.

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization.. Parent and Merger Sub have all requisite corporate power and

Organization, Standing and Power. Each of Parent and Merger Sub is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted. Parent has delivered a true and correct copy of the Certificate of Incorporation and Bylaws or organizationother charter documents, as applicable, of Parent and Merger Sub, each as amended to date, to LPC.

Organization, Standing and Power. Each of (a) Parent and each Merger Sub (i) is a corporation or limited liability company duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation organization, (ii) has all requisite corporate or organization.limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being