Common use of Organization; Corporate Power Clause in Contracts

Organization; Corporate Power. HI is a corporation duly organized, validly existing, and in good standing under the laws of Delaware, and is qualified (and in good standing) to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. HI possesses all requisite corporate power and authority and legal right to own and operate its assets, to carry out its business as now conducted and presently proposed to be conducted, to execute, deliver, and carry out the transactions contemplated by this Agreement, the Share Purchase Agreements, and each of the Transaction Documents. The copies of HI's charter documents and bylaws which have been previously furnished to Investor reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. Each Subsidiary of HI is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, possesses all requisite corporate power and authority and the legal right to own and operate its assets, to carry out its business as now conducted and presently proposed to be conducted and is qualified (and in good standing) to do business in every jurisdiction in which its ownership of property or conduct of its business requires it to qualify. All the outstanding shares of capital stock of each Subsidiary are validly issued, fully paid and nonassessable and all such shares are owned by HI or another one of its Subsidiaries free and clear of any Lien and not subject to any right or option to purchase such shares. Neither HI nor any Subsidiary is in violation in any respect of its certificate or articles of incorporation or by-laws.