Common use of Corporate Organization and Qualification Clause in Contracts

Corporate Organization and Qualification. Each of the Company and its Subsidiaries (as defined in Section 10.11) (a) is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization, (b) (i) has all requisite corporate power and authority and (ii) any necessary governmental authority and approvals, to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, and (c) is qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification or licensing, except in the case of subsections (a) (insofar as it relates to Subsidiaries), (b) and (c) hereof, for any such failures that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.11). The Company has heretofore made available to Parent complete and correct copies of its certificate of incorporation and bylaws (or comparable organizational documents) of the Company and each Subsidiary. Neither the Company nor any of the Subsidiaries is in default in the performance, observance or fulfillment of any provision or its certificate of incorporation or bylaws (or comparable organizational documents), except in the case of the Subsidiaries, for any such failures that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Organization and Qualification. Each of the Company and its Subsidiaries (as defined in Section 10.11) (a) is a corporation, limited liability company or other legal entity duly organized, validly existing and and, if applicable, in good standing under the laws Laws of its respective jurisdiction of organization, (b) (i) has all requisite corporate power incorporation or organization and authority and (ii) any necessary governmental authority and approvals, to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, and (c) is qualified or licensed and, if applicable, in good standing as a foreign corporation to do businesscorporation, and is in good standing, limited liability company or other legal entity in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification or licensingqualification, except where the failure to so qualify or be in the case of subsections (a) (insofar as it relates to Subsidiaries), (b) and (c) hereof, for any such failures that good standing would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect (or prevent, prohibit or materially delay, hinder or impair the consummation of the transactions contemplated by this Agreement. Each of the Company and its Subsidiaries has all requisite corporate, limited liability company or other legal power and authority, and possesses all material Permits necessary, to own, lease or otherwise hold its properties and other assets and to carry on its business as defined it is now being conducted, except where the failure to have such power and authority would not, individually or in Section 10.11)the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. The Company previously has heretofore made available to Parent complete and correct copies of its certificate the Company’s Second Amended and Restated Articles of incorporation Incorporation (as amended, the “Company Articles”) and bylaws Amended and Restated Bylaws (or comparable as amended, the “Company Bylaws”), and the equivalent organizational documents) documents of each of the Company and each Subsidiary. Neither the Company nor any of the Subsidiaries is in default in the performance, observance or fulfillment of any provision or its certificate of incorporation or bylaws (or comparable organizational documents), except in the case of the Company’s Subsidiaries, for any such failures that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Organization and Qualification. MSN is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of the Company and its Subsidiaries (as defined in Section 10.11) (a) other Sellers is duly organized, validly existing and in good standing under the laws Laws of its respective jurisdiction of organization, (b) (i) has all requisite corporate power and authority and (ii) any necessary governmental authority and approvals, to own, operate or lease . Each of the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, and (c) Sellers is qualified or licensed and in good standing as a foreign corporation to do business, and is in good standing, entity in each jurisdiction where the properties owned, leased or operated, operated or the business conducted, by it conduct of its respective Business require such qualification or licensing(which jurisdictions are set forth on Section 5.1 of the Seller Disclosure Schedule), except in the case of subsections (a) (insofar as it relates would not have or would not reasonably be expected to Subsidiaries), (b) and (c) hereof, for any such failures that would nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect. Each Seller has all requisite power and authority under applicable Law and the Seller Organizational Documents (as defined below) to own, lease and operate its properties and to carry on the Business as it is now being conducted in Section 10.11). The Company has heretofore made available to Parent complete and correct copies of its certificate of incorporation and bylaws (or comparable organizational documents) of the Company and each Subsidiary. Neither the Company nor any of the Subsidiaries is in default in the performance, observance or fulfillment of any provision or its certificate of incorporation or bylaws (or comparable organizational documents)all material respects, except in the case of the Subsidiaries, for any such failures that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectinterfere with, prevent or materially delay the ability of MSN and the other Sellers to enter into and perform their obligations under this Agreement or consummate the transactions contemplated hereby. MSN has previously made available to the Purchaser true, complete and correct copies of MSN’s certificate of formation, limited liability company agreement or similar organization documents (the “MSN Organizational Documents”) and the certificate of formation and bylaws (or other comparable organizational documents) of each of the other Sellers and in effect on the Execution Date (together with the MSN Organizational Documents, the “Seller Organizational Documents”).