Common use of Qualification, Organization, Subsidiaries, etc Clause in Contracts

Qualification, Organization, Subsidiaries, etc. (a) Each Seller and each member of the Transferred Group is a legal entity duly organized, validly existing 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 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 qualified or, where relevant, in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Seller Parent has filed with the SEC, prior to the date of this Agreement, complete and accurate copies of the Certificate of Incorporation of Seller Parent as amended to the date hereof (the “Seller Parent Certificate of Incorporation”). The Seller Parent Certificate of Incorporation is in full force and effect and Seller Parent is not in violation of the Seller Parent Certificate of Incorporation. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Transferred Entity have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Sellers free and clear of all Liens.

Qualification, Organization, Subsidiaries, etc. (a) Each Seller of Parent, Merger Sub and each member of the Transferred Group Parent Subsidiaries is a legal entity duly organized, validly existing 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 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, where relevant, in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have a Seller Parent Material Adverse Effect. Seller Parent has filed with the SEC, prior to the date of this Agreement, complete and accurate copies of the Certificate Articles of Incorporation Association of Seller Parent as amended to the date hereof (the “Seller Parent Certificate Articles of IncorporationAssociation”). The Seller Parent Certificate Articles of Incorporation is Association are in full force and effect and Seller Parent is not in violation of the Seller Parent Certificate Articles of IncorporationAssociation. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Transferred Entity Parent Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Sellers Parent free and clear of all Liens, other than Parent Permitted Liens.

Qualification, Organization, Subsidiaries, etc. (a) Each Seller of Parent, Acquisition Sub and each member of the Transferred Group Parent Subsidiaries is a legal entity duly organized, validly existing and, where relevantsuch 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 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, where relevant, in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have a Seller Parent Material Adverse Effect. Seller Parent has filed with the SEC, prior to the date of this Agreement, complete and accurate copies of the Certificate charter and bylaws of Incorporation of Seller Parent as amended to the date hereof (the “Seller Parent Certificate of IncorporationGoverning Documents”). The Seller Parent Certificate of Incorporation is Governing Documents are in full force and effect and Seller Parent is not in violation of the Seller Parent Certificate of IncorporationGoverning Documents. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Transferred Entity Parent Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Sellers Parent free and clear of all Liens, other than Parent Permitted Liens.

Qualification, Organization, Subsidiaries, etc. (a) Each Seller of Parent, Purchaser and each member of the Transferred Group Parent Subsidiaries is a legal entity duly organized, validly existing 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 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, where relevant, in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have a Seller Parent Material Adverse Effect. Seller Parent has filed with the SEC, prior to the date of this Agreement, complete and accurate copies of the Certificate certificate of Incorporation incorporation and bylaws of Seller Parent as amended to the date hereof (the “Seller Parent Certificate of IncorporationGoverning Documents”). The Seller Parent Certificate of Incorporation is Governing Documents are in full force and effect and Seller Parent is not in violation of the Seller Parent Certificate of IncorporationGoverning Documents. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Transferred Entity Parent Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Sellers Parent free and clear of all Liens, other than Parent Permitted Liens.

Qualification, Organization, Subsidiaries, etc. (a) Each Seller of Parent, the Merger Subs and each member of the Transferred Group Parent Subsidiaries is a legal entity duly organized, validly existing and, where relevantsuch concept is recognized, in good standing under the Table of Contents 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 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 (other than Parent), validly existing (other than Parent), qualified or, where relevant, in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have a Seller Parent Material Adverse Effect. Seller Parent has filed with the SEC, prior to the date of this Agreement, complete and accurate copies of the Certificate charter and bylaws of Incorporation of Seller Parent as amended to the date hereof (the “Seller Parent Certificate of IncorporationGoverning Documents”). The Seller Parent Certificate of Incorporation is Governing Documents are in full force and effect and Seller Parent is not in violation of the Seller Parent Certificate of IncorporationGoverning Documents. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Transferred Entity Parent Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Sellers Parent free and clear of all Liens, other than Parent Permitted Liens.

Qualification, Organization, Subsidiaries, etc. (a) Each Seller of Parent, the Merger Subs and each member of the Transferred Group Parent Subsidiaries is a legal entity duly organized, validly existing and, where relevantsuch 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 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 (other than Parent), validly existing (other than Parent), qualified or, where relevant, in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have a Seller Parent Material Adverse Effect. Seller Parent has filed with the SEC, prior to the date of this Agreement, complete and accurate copies of the Certificate charter and bylaws of Incorporation of Seller Parent as amended to the date hereof (the “Seller Parent Certificate of IncorporationGoverning Documents”). The Seller Parent Certificate of Incorporation is Governing Documents are in full force and effect and Seller Parent is not in violation of the Seller Parent Certificate of IncorporationGoverning Documents. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Transferred Entity Parent Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Sellers Parent free and clear of all Liens, other than Parent Permitted Liens.