Common use of Organization and Good Standing; Qualification Clause in Contracts

Organization and Good Standing; Qualification. APP is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. APP is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on APP. Copies of the certificate of incorporation and all amendments thereto of APP and the bylaws of APP, as amended, and copies of the corporate minutes of APP regarding the Merger and the transactions contemplated hereby, all of which have been or will be made available to the Company for review, are true, correct and complete as in effect on the date of this Agreement and accurately reflect all material proceedings of the stockholders and directors of APP (and all committees thereof) regarding the Merger and the transactions contemplated hereby. The stock record books of APP, which have been or will be made available to the Company for review, contain true, complete and accurate records of the stock ownership of APP and the transfer of the shares of its capital stock.

Organization and Good Standing; Qualification. APP The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of Delawareincorporation, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. APP is duly qualified to do business as a foreign corporation The Company and each Company Subsidiary is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on APPthe Company. Copies of the certificate articles or certificates of incorporation and all amendments thereto of APP the Company and each Company Subsidiary and the bylaws of APPthe Company and each Company Subsidiary, as amended, and copies of the corporate minutes of APP regarding the Merger and the transactions contemplated herebyCompany, all of which have been or will be made available to the Company APP for review, are true, correct true and complete as in effect on the date of this Agreement Agreement, and in the case of the corporate minutes, accurately reflect all material proceedings of the stockholders Stockholders and directors of APP the Company (and all committees thereof) regarding the Merger and the transactions contemplated hereby). The stock record books of APPthe Company, which have been or will be made available to the Company APP for review, contain true, complete and accurate records of the stock ownership of APP record of the Company and the transfer record of the shares of its capital stock.

Organization and Good Standing; Qualification. APP The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of Delawareincorporation, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. APP is duly qualified to do business as a foreign corporation The Company and each Company Subsidiary is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on APPthe Company. Copies of the certificate articles or certificates of incorporation and all amendments thereto of APP the Company and each Company Subsidiary and the bylaws of APPthe Company and each Company Subsidiary, as amended, and copies of the corporate minutes of APP regarding the Merger and the transactions contemplated herebyCompany, all of which have been or will be made available to the Company APP for review, are true, correct true and complete as in effect on the date of this Agreement and and, in the case of the corporate minutes, accurately reflect all material proceedings of the stockholders Stockholders and directors of APP the Company (and all committees thereof) regarding the Merger and the transactions contemplated hereby). The stock record books of APPthe Company, which have been or will be made available to the Company APP for review, contain true, complete and accurate records of the stock ownership of APP record of the Company and the transfer record of the shares of its capital stock.

Organization and Good Standing; Qualification. APP is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. APP is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on APP. Copies of the certificate of incorporation and all amendments thereto of APP and the bylaws of APP, as amended, and copies of the corporate minutes of APP regarding the Merger and the transactions contemplated hereby, all of which have been or will be made available to the Company Sellers and San Antonio for review, are true, correct and complete as in effect on the date of this Agreement and accurately reflect all material proceedings of the stockholders and directors of APP (and all committees thereof) regarding the Merger and the transactions contemplated hereby. The stock record books of APP, which have been or will be made available to the Company Sellers and San Antonio for review, contain true, complete and accurate records of the stock ownership of APP and the transfer of the shares of its capital stock.

Organization and Good Standing; Qualification. APP is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. APP is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on APP. Copies of the certificate of incorporation and all amendments thereto of APP and the bylaws of APP, as amended, and copies of the corporate minutes of APP regarding the Merger and the transactions contemplated hereby, all of which have been or will be made available to the Company Sellers and South Texas for review, are true, correct and complete as in effect on the date of this Agreement and accurately reflect all material proceedings of the stockholders and directors of APP (and all committees thereof) regarding the Merger and the transactions contemplated hereby. The stock record books of APP, which have been or will be made available to the Company Sellers and South Texas for review, contain true, complete and accurate records of the stock ownership of APP and the transfer of the shares of its capital stock.

Organization and Good Standing; Qualification. APP Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of Delawareincorporation, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. APP is duly qualified to do business as a foreign corporation and Company is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on APPCompany. Copies of the certificate Articles of incorporation and all amendments thereto Incorporation of APP Company, as amended or restated, and the bylaws Bylaws of APPCompany, as amendedamended or restated, and copies of the corporate minutes of APP regarding Company for the Merger and 24 months immediately preceding the transactions contemplated herebydate of this Agreement, all of which have been or will be made available to the Company APPM for review, are true, correct true and complete as in effect on the date of this Agreement Agreement, and in the case of the corporate minutes, accurately reflect all material proceedings of the stockholders Shareholders and directors of APP Company (and all committees thereof) regarding for the Merger and the transactions contemplated herebysubject time period. The stock record books of APPCompany, which have been or will be made available to the Company APPM for review, contain true, complete and accurate records of the stock ownership of APP record of Company and the transfer record of the shares of its capital stock.

Organization and Good Standing; Qualification. APP is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. APP is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on APP. Copies of the certificate of incorporation and all amendments thereto of APP and the bylaws of APP, as amended, and copies of the corporate minutes of APP regarding the Merger and the transactions contemplated hereby, all of which have been or will be made available to the Company Sellers and Lexington for review, are true, correct and complete as in effect on the date of this Agreement and accurately reflect all material proceedings of the stockholders and directors of APP (and all committees thereof) regarding the Merger and the transactions contemplated hereby. The stock record books of APP, which have been or will be made available to the Company Sellers and Lexington for review, contain true, complete and accurate records of the stock ownership of APP and the transfer of the shares of its capital stock.

Organization and Good Standing; Qualification. APP is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. APP is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on APP. Copies of the certificate of incorporation and all amendments thereto of APP and the bylaws of APP, as amended, and copies of the corporate minutes of APP regarding the Merger and the transactions contemplated hereby, all of which have been or will be made available to the Company Sellers and Madison for review, are true, correct and complete as in effect on the date of this Agreement and accurately reflect all material proceedings of the stockholders and directors of APP (and all committees thereof) regarding the Merger and the transactions contemplated hereby. The stock record books of APP, which have been or will be made available to the Company Sellers and Madison for review, contain true, complete and accurate records of the stock ownership of APP and the transfer of the shares of its capital stock.

Organization and Good Standing; Qualification. APP is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. APP is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on APP. Copies of the certificate of incorporation and all amendments thereto of APP and the bylaws of APP, as amended, and copies of the corporate minutes of APP regarding the Merger and the transactions contemplated hereby, all of which have been or will be made available to the Company for review, are true, correct and complete as in effect on the date of this Agreement and accurately reflect all material proceedings of the stockholders and directors of APP (and all committees thereof) regarding the Merger and the transactions contemplated hereby. The stock record books of APP, which have been or will be made available to the each Company for review, contain true, complete and accurate records of the stock ownership of APP and the transfer of the shares of its capital stock.