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 Seller and each member of the Company and its Subsidiaries Transferred Group 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 organizedqualified or, validly existingwhere relevant, qualified or 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 Seller Material Adverse Effect. The Company Seller Parent 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 and bylaws, each the Certificate of Incorporation of Seller Parent as amended through to the date hereof and which are (the “Seller Parent Certificate of Incorporation”). The Seller Parent Certificate of Incorporation is in full force and effect (the “Company Organizational Documents”) and has made available to Seller Parent prior to the date of this Agreement a true and complete copy is not in violation of the articles Seller Parent Certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereofIncorporation. (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 Subsidiary of the Company Transferred Entity have been validly issued and are fully paid and nonassessable. All nonassessable and are wholly owned, directly or indirectly, by Sellers free and clear of the outstanding shares of capital stock or other equity interests of eachall Liens.

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 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.