Common use of Organization, Corporate Power and Licenses Clause in Contracts

Organization, Corporate Power and Licenses. The Company is a ------------------------------------------ corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company possesses all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement (including, without limitation, the issuance of the Purchased Stock hereunder). The copies of the Company's Third Amended and Restated Certificate of Incorporation and Bylaws which have been furnished to the Purchasers reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Organization, Corporate Power and Licenses. The Company is a ------------------------------------------ corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company possesses all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement (including, without limitation, the issuance of the Purchased Preferred Stock hereunder). The copies of the Company's Third Second Amended and Restated Certificate of Incorporation and Bylaws which have been furnished to the Purchasers reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Organization, Corporate Power and Licenses. The Each of Holdings and the Company is a ------------------------------------------ corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify, except for jurisdictions in which the failure to so qualify would reasonably be expected to has not had and could not have a material adverse effect on the financial conditionMaterial Adverse Effect. Each of Holdings, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company the Latin American Entities possesses all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement (including, without limitation, except where the issuance of the Purchased Stock hereunder)failure to do so would not have a Material Adverse Effect. The copies of the Company's Third Amended Holdings' charter documents and Restated Certificate of Incorporation and Bylaws bylaws which have been furnished to the Purchasers BTFICs' special counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Organization, Corporate Power and Licenses. The Company is a ------------------------------------------ corporation duly organized, validly existing and in good standing under the laws of Delaware and and, except as set forth on the attached "Organization Schedule" (which would not have a material adverse effect on the Company's business, operating results or financial condition), is qualified to do business in every jurisdiction in which the failure its ownership of property or conduct of business requires it to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a wholequalify. The Company possesses all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement (including, without limitation, the issuance of the Purchased Stock hereunder)Agreement. The copies of the Company's Third Amended and Restated Certificate of Incorporation each Subsidiary's charter documents and Bylaws bylaws which have been furnished to the Purchasers Purchasers' special counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.