Common use of Organization, General Authority and Standing Clause in Contracts

Organization, General Authority and Standing. The Company is a corporation validly existing and in good standing under the Laws of the State of Delaware. Section 5.1 of the Company Disclosure Schedule sets forth a true and complete list of the Company’s Subsidiaries. Each of the Company’s Subsidiaries is a corporation, limited partnership or limited liability company, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of organization. Each of the Company and its Subsidiaries (i) has all corporate or other organizational power and authority required to own, lease or otherwise hold, use and operate its properties, rights and other assets and to carry on its business as currently conducted and (ii) is duly licensed or qualified to do business and in good standing to do business as a foreign corporation, limited partnership or limited liability company, as the case may be, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such licensing or qualification necessary, except, in the case of clause (ii), for such jurisdictions where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent complete and accurate copies of the Company Charter and the Company Bylaws and each of the Company’s Subsidiaries’ certificate of incorporation, certification of formation, certification of limited partnership, by-laws, operating agreements, partnership agreements or similar organizational documents, each as amended to the date of this Agreement, and each such document as so delivered is in full force and effect, and neither the Company nor any of its Subsidiaries is in material violation of any of the provisions contained therein.

Organization, General Authority and Standing. The Company is a corporation validly existing and in good standing under the Laws of the State of Delaware. Section 5.1 Each of the Company Disclosure Schedule sets forth a true and complete list the Company Subsidiaries and, to the Knowledge of the Company’s Subsidiaries. Each of the Company’s Subsidiaries , each Managed Professional Corporation, is a corporation, limited partnership or limited liability company, as the case may beduly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Each laws of the Company and its Subsidiaries (i) has all corporate or other organizational power and authority required to own, lease or otherwise hold, use and operate its properties, rights and other assets and to carry on its business as currently conducted and (ii) is duly licensed or qualified to do business and in good standing to do business as a foreign corporation, limited partnership or limited liability company, as the case may be, in each jurisdiction in which it is organized (in the conduct or nature case of its business or good standing, to the ownership, leasing, holding or operating of its properties makes extent the concept is recognized by such licensing or qualification necessaryjurisdiction), except, in the case of clause (ii)the Company Subsidiaries and the Management Professional Corporations, for where any such jurisdictions where the failure to be so licensed, qualified or in good standingstanding would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company, the Company Subsidiaries and, to the Knowledge of the Company, the Managed Professional Corporations (a) has full power and authority necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its business as presently conducted and (b) is duly qualified or licensed to do business in each jurisdiction where the nature of its business makes such qualification or licensing necessary, other than where the failure to have such power and authority or to be so qualified or licensed has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent True and complete and accurate copies of the Company Charter and Organizational Documents of the Company Bylaws and each material Subsidiary of the Company’s Subsidiaries’ certificate of incorporation, certification of formationin each case, certification of limited partnership, by-laws, operating agreements, partnership agreements or similar organizational documents, each as amended to in effect on the date of this Agreement, and each are included in the Filed Company SEC Documents or have been made available to Parent, all such document as so delivered is Organizational Documents are in full force and effect, effect and neither none of the Company nor or any of its such Subsidiaries is in breach in any material violation respect of its Organizational Documents, except, in the case of any of such Subsidiary, where any such breach would not reasonably be expected to, individually or in the provisions contained thereinaggregate, have a Company Material Adverse Effect.

Organization, General Authority and Standing. The Company is a corporation validly existing and in good standing under the Laws of the State of Delaware. Section 5.1 of the Company Disclosure Schedule Letter sets forth a true and complete list of the Company’s Subsidiaries. Each of the Company’s Subsidiaries is a corporationlimited partnership, limited partnership corporation or limited liability company, as the case may be, validly existing and in good standing under the Laws of its jurisdiction the State of organizationDelaware. Each of the Company and its Subsidiaries (ia) has all corporate or other organizational power and authority required to own, lease or otherwise hold, use and operate its properties, rights and other assets and to carry on its business as currently conducted and (iib) is duly licensed or qualified to do business and in good standing to do business as a foreign corporationlimited partnership, limited partnership corporation or limited liability company, as the case may be, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such licensing or qualification necessary, except, in the case of clause (iib), for such jurisdictions where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent complete and accurate copies of the Company Charter and the Company Bylaws and each of the Company’s Subsidiaries’ certificate of incorporation, certification of formation, certification of limited partnership, by-laws, operating agreements, partnership agreements or similar organizational documents, each as amended to the date of this Agreement, and each such document as so delivered is in full force and effect, and neither the Company nor any of its Subsidiaries is in material violation of any of the provisions contained therein.

Organization, General Authority and Standing. (a) The Company Partnership is a corporation limited partnership validly existing and in good standing under the Laws of the State of DelawareDelaware and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Section 5.1 5.1(a) of the Company Partnership Disclosure Schedule Letter sets forth a true and complete list of the CompanyPartnership’s Subsidiaries. Each of the CompanyPartnership’s Subsidiaries (i) is a corporationlimited partnership, limited partnership corporation or limited liability company, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of organization. Each of the Company and its Subsidiaries , (iii) has all corporate or other organizational requisite power and authority required to own, lease or otherwise hold, use and operate its properties, rights properties and other assets and to carry on its business as currently presently conducted and (iiiii) is duly licensed or qualified to do business and in good standing to do business as a foreign corporationlimited partnership, limited partnership corporation or limited liability company, as the case may be, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such licensing or qualification necessary, except, except in the case of clause clauses (ii) and (iii), for such jurisdictions where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, as would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. The Company Partnership has made available to Parent true and complete and accurate copies of the Company Charter Partnership Certificate of Limited Partnership and the Company Bylaws Existing Partnership Agreement (the “Partnership Organizational Documents”), and true and complete copies of the certificates of formation and limited liability company agreements (or comparable governing documents) of each of the CompanyPartnership’s Subsidiaries’ certificate of incorporationSubsidiaries (the “Partnership Subsidiary Documents”), certification of formation, certification of limited partnership, by-laws, operating agreements, partnership agreements or similar organizational documents, in each case as amended to the date of this Agreement, . All such Partnership Organizational Documents and each such document as so delivered is Partnership Subsidiary Documents are in full force and effect, effect and neither the Company nor any of Partnership and its Subsidiaries is are not in material violation of any of the their provisions contained thereinin any material respect.