Common use of ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING Clause in Contracts

ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. The Company and each of its Subsidiaries are corporations duly organized, validly existing and in good standing under the respective Laws of the jurisdiction of their incorporation and have all requisite power and authority (corporate or otherwise) to own, lease and operate their respective assets and properties and to carry on their respective businesses (all of which collectively comprise the Business) as presently conducted. The Company and each of its Subsidiaries are duly qualified and in good standing to transact business as a foreign Person in those jurisdictions set forth on Schedule 4.1, which jurisdictions constitute all of the jurisdictions in which the character of the property owned, leased or operated by the Company or such Subsidiaries or the nature of the business or activities conducted by the Company or such Subsidiaries makes such qualification necessary. The Purchaser has been furnished with true, correct and complete copies of the Charter Documents of the Company and each of its Subsidiaries, in each case as amended and in effect on and as of the date this representation is being made and is deemed made hereunder. Except as set forth on Schedule 4.1, neither the Company nor any of its Subsidiaries has (i) engaged in any business or activity other than the Business, or (ii) used any trade name or assumed name or other corporate name at any time.

ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. The Company (a) Each of the Companies and each of its Subsidiaries are corporations their respective subsidiaries is a corporation duly organized, validly existing and in good standing under the respective Laws laws of the jurisdiction of their its incorporation and have has all requisite power and authority (corporate or and otherwise) to own, lease and operate their respective its assets and properties and to carry on its business as presently conducted and as presently proposed to be conducted. Each of the Companies and their respective businesses (all of which collectively comprise the Business) as presently conducted. The Company and each of its Subsidiaries are subsidiaries is duly qualified and in good standing to transact business as a foreign Person in those jurisdictions set forth on Schedule 4.1SCHEDULE 5.1, which jurisdictions ------------ constitute all of the jurisdictions in which the character of the property owned, leased or operated by the such Company or such Subsidiaries subsidiary or the nature of the business or activities conducted by the such Company or such Subsidiaries subsidiary makes such qualification necessary. The Purchaser has been furnished with true, correct and complete copies of the Charter Documents of the Company and each of its Subsidiariesthe Companies and their respective subsidiaries, in each case as amended and in effect on and as of the date this representation is being made and is deemed made hereunderhereof. Except as set forth on Schedule 4.1SCHEDULE 5.1, neither none of the Company Companies nor any of its Subsidiaries their respective ------------ subsidiaries has (i) engaged in any business or activity other than the Business, Business or (ii) used within the last five years any trade name or assumed name or other corporate name at any timenames.

ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. The Each of the Company and each of its Subsidiaries are corporations is a corporation duly organized, validly existing and in good standing under the respective Laws of the jurisdiction of their its incorporation and have has all requisite power and authority (corporate or otherwise) to own, lease and operate their respective its assets and properties and to carry on their respective businesses its business (all of which collectively comprise the Business) as presently conducted and as presently proposed to be conducted. The Each of the Company and each of its Subsidiaries are is duly qualified and in good standing to transact business as a foreign Person in those jurisdictions set forth on Schedule 4.15.1, which jurisdictions constitute ------------ all of the jurisdictions in which the character of the property owned, leased or operated by failure to obtain such qualification would reasonably be expected to have a Material Adverse Effect on the Company or such and its Subsidiaries or the nature of the business or activities conducted by the Company or such Subsidiaries makes such qualification necessarywhen taken as a whole. The Purchaser has been furnished with true, correct and complete copies of the Charter Documents of the Company and each of its Subsidiaries, in each case as amended and in effect on and as of the date this representation is being made and is deemed made hereunder. Except as set forth on Schedule 4.15.1, neither the Company nor any of its Subsidiaries has (i) ------------ engaged in any business or activity other than the Business, or (ii) used any trade name or assumed name or other corporate name at any timetime within the past ten (10) years.

ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. The Company and each of its Subsidiaries are corporations duly organized, validly existing and in good standing under the respective Laws of the jurisdiction of their incorporation and have all requisite power and authority (corporate or otherwise) to own, lease and operate their respective assets and properties and to carry on their respective businesses (all of which collectively comprise the Business) as presently conducted and as presently proposed to be conducted. The Company and each of its Subsidiaries are duly qualified and in good standing to transact business as a foreign Person in those jurisdictions set forth on Schedule 4.1, which jurisdictions constitute all of the jurisdictions in which the character of the property owned, leased or operated by the Company or such Subsidiaries or the nature of the business or activities conducted by the Company or such Subsidiaries makes such qualification necessary. The Purchaser has been furnished with true, correct and complete copies of the Charter Documents of the Company and each of its Subsidiaries, in each case as amended and in effect on and as of the date this representation is being made and is deemed made hereunder. Except as set forth on Schedule 4.1, neither the Company nor any of its Subsidiaries has (i) engaged in any business or activity other than the Business, or (ii) used any trade name or assumed name or other corporate name at any time.