Common use of Organization, Qualification, Etc Clause in Contracts

Organization, Qualification, Etc. (a) The Representing Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Representing Party is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party or substantially delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Representing Party from performing its obligations hereunder. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Representing Party means a material adverse effect on the financial condition, assets, liabilities or results of operations of the Representing Party and its Subsidiaries, taken as a whole, excluding any such effect resulting from or arising in connection with (A) changes or conditions generally affecting the industries in which the Representing Party and its Subsidiaries operate, unless, in the case of the Company, such changes or conditions have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (B) changes in general economic, regulatory or political conditions, unless, in the case of the Company, such changes have a disproportionate effect on the Company and its Subsidiaries, taken as a whole. Each Representing Party has made available to the other copies of its certificate of incorporation and bylaws. Such copies of each Representing Party's certificate of incorporation and bylaws are complete and correct and in full force and effect, and the Representing Party is not in violation of any of the provisions of its certificate of incorporation or bylaws.

Organization, Qualification, Etc. (a1) The Representing Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Representing Party is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party or substantially delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Representing Party from performing its obligations hereunder. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Representing Party means a material adverse effect on the financial condition, assets, liabilities or results of operations of the Representing Party and its Subsidiaries, taken as a whole, excluding any such effect resulting from or arising in connection with (A) changes or conditions generally affecting the industries in which the Representing Party and its Subsidiaries operate, operate unless, in the case of the Company, such changes or conditions effects have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (B) changes in general economic, regulatory or political conditions, unless, in the case of the Company, such changes have a disproportionate effect on the Company and its Subsidiaries, taken as a whole. Each Representing Party has made available to the other copies of its certificate of incorporation and bylaws. Such copies of each Representing Party's certificate of incorporation and bylaws are complete and correct and in full force and effect, and the Representing Party is not in violation of any of the provisions of its certificate of incorporation or bylaws.

Organization, Qualification, Etc. (a) The Representing Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Representing Party is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party or substantially delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Representing Party from performing its obligations hereunder. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Representing Party means a material adverse effect on the financial condition, assets, liabilities or results of operations of the Representing Party and its Subsidiaries, taken as a whole, excluding any such effect resulting from or arising in connection with (A) changes or conditions generally affecting the industries in which the Representing Party and its Subsidiaries operate, operate unless, in the case of the Company, such changes or conditions effects have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (B) changes in general economic, regulatory or political conditions, unless, in the case of the Company, such changes have a disproportionate effect on the Company and its Subsidiaries, taken as a whole. Each Representing Party has made available to the other copies of its certificate of incorporation and bylaws. Such copies of each Representing Party's certificate of incorporation and bylaws are complete and correct and in full force and effect, and the Representing Party is not in violation of any of the provisions of its certificate of incorporation or bylaws.

Organization, Qualification, Etc. (a1) The Representing Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Representing Party is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party or substantially delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Representing Party from performing its obligations hereunder. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Representing Party means a material adverse effect on the financial condition, assets, liabilities or results of operations of the Representing Party and its Subsidiaries, taken as a whole, excluding any such effect resulting from or arising in connection with (A) changes or conditions generally affecting the industries in which the Representing Party and its Subsidiaries operate, unless, in the case of the Company, such changes or conditions have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (B) changes in general economic, regulatory or political conditions, unless, in the case of the Company, such changes have a disproportionate effect on the Company and its Subsidiaries, taken as a whole. Each Representing Party has made available to the other copies of its certificate of incorporation and bylaws. Such copies of each Representing Party's certificate of incorporation and bylaws are complete and correct and in full force and effect, and the Representing Party is not in violation of any of the provisions of its certificate of incorporation or bylaws.

Organization, Qualification, Etc. (a) The Representing Party Quaker State is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation and Delaware, has the corporate all requisite power and authority required for it to own own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Representing Party presently conducted and is duly qualified and licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its properties property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or to be in good standing would notstanding, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on the Representing Party or substantially delay consummation Quaker State. The copies of the transactions contemplated by this Agreement or otherwise prevent the Representing Party from performing its obligations hereunder. As used in this Agreement, any reference to any state Quaker State Certificate of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Representing Party means a material adverse effect on the financial condition, assets, liabilities or results Incorporation and Bylaws included as part of operations Section 5.1 of the Representing Party and its Subsidiaries, taken as a whole, excluding any such effect resulting from or arising in connection with (A) changes or conditions generally affecting the industries in which the Representing Party and its Subsidiaries operate, unless, in the case of the Company, such changes or conditions have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (B) changes in general economic, regulatory or political conditions, unless, in the case of the Company, such changes have a disproportionate effect on the Company and its Subsidiaries, taken as a whole. Each Representing Party has made available to the other copies of its certificate of incorporation and bylaws. Such copies of each Representing Party's certificate of incorporation and bylaws Quaker State Disclosure Schedule are complete and correct and in full force and effecteffect on the date hereof. Each of Quaker State's Significant Subsidiaries is a corporation or (as indicated in Section 5.1 of the Quaker State Disclosure Schedule) other legal entity duly organized, validly existing and, to the extent such concept or similar concept exists in the relevant jurisdiction, in good standing under the laws of the state or other jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, and is duly qualified and licensed to do business and is in good standing in each jurisdiction in which the Representing Party is ownership or leasing of its property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or to be in good standing, individually or in the aggregate, would not in violation of any be reasonably likely to have a Material Adverse Effect on Quaker State. All of the provisions Subsidiaries of its certificate Quaker State and their respective jurisdictions of incorporation or bylawsorganization (together with a designation of those Subsidiaries constituting Significant Subsidiaries of Quaker State) are identified in Section 5.1 of the Quaker State Disclosure Schedule.