Common use of Organization and Standing; Books and Records Clause in Contracts

Organization and Standing; Books and Records. (a) Each of the Companies is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation. Schedule 2.1 sets forth each Subsidiary (as defined below) of each of the Companies and the state or other jurisdiction of organization of such Subsidiary and the percentage ownership of each of the Companies with respect to each such Subsidiary. Each of the Companies and each of its respective Subsidiaries have all requisite corporate power and authority necessary to carry on their respective businesses as presently conducted and to enable each to own, lease or otherwise hold their respective properties and assets. Each of the Companies and their respective Subsidiaries are duly qualified to do business as a foreign corporation in each jurisdiction in which the conduct or nature of their respective business or the ownership, leasing or holding of their respective properties or assets makes such qualification necessary, except such jurisdictions where the failure to be so individually or in the aggregate, would not have a material adverse effect on the business, financial condition or results of operations of either of the Companies and their respective Subsidiaries, taken as a whole (a "Material Adverse Effect"). The term "

Organization and Standing; Books and Records. (ai) Each of the Companies The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationDelaware. Schedule 2.1 4(a) sets forth each Subsidiary (as defined below) of the Company and sets forth for each of the Companies and Subsidiary the state or other jurisdiction of organization of such Subsidiary and the percentage ownership of each of the Companies Company with respect to each such Subsidiary. Each of the Companies The Company and each of its respective Subsidiaries have all requisite corporate power and authority necessary to carry on their respective businesses business as presently conducted and to enable each to own, lease or otherwise hold their respective properties and assets. Each The Company and each of the Companies and their respective its Subsidiaries are duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the conduct or nature of their respective business businesses or the ownership, leasing or holding of their respective properties or assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a material adverse effect on the business, financial condition or results of operations of either of the Companies Company and their respective its Subsidiaries, taken as a whole (a "Company Material Adverse Effect"). The term "