Common use of Organization, Standing and Power; Subsidiaries Clause in Contracts

Organization, Standing and Power; Subsidiaries. (i) Each of the Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures to be so organized, existing or in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except where the failures so to qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The copies of the certificate of incorporation and bylaws of the Company which were previously furnished or made available to Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company Cigna and each of its Subsidiaries is a corporation or other Person duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures failure to be so organized, existing or and in good standing or to have such power and authorityauthority would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyCigna, and is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except or license necessary, other than in such jurisdictions where the failures so to qualify or failure to be so qualified, licensed or in good standingstanding would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyCigna. The copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of the Company which Cigna and its material Subsidiaries that were previously furnished or made available to Parent Anthem are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company and each of its Subsidiaries is a corporation or other Person duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures failure to be so organized, existing or and in good standing or to have such power and authorityauthority would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except necessary, other than in such jurisdictions where the failures failure so to qualify or to be in good standingstanding would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The copies of the certificate of incorporation and bylaws of the Company and of its material Subsidiaries which were previously furnished or made available to Parent Purchaser are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company ShowCase and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures to be so organized, existing or and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyShowCase, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except other than in such jurisdictions where the failures so to qualify or to be in good standing, individually or standing in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect on the CompanyShowCase. The copies of the certificate articles of incorporation and bylaws of the Company ShowCase which were previously furnished or made available to Parent SPSS are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures failure to be so organized, existing or and in good standing or to have such power and authorityauthority would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except necessary, other than in such jurisdictions where the failures failure so to qualify or to be in good standingstanding would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The copies of the certificate articles of incorporation and bylaws by-laws of the Company and its material Subsidiaries which were previously furnished or made available to Parent Purchaser are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company Parent and each of its Subsidiaries (as defined in Section 8.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures to be so organized, existing or and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyParent, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except other than in such jurisdictions where the failures so to qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyParent. The copies of the certificate Memorandum of incorporation Association and bylaws Articles of the Company Association of Parent which were previously furnished or made available to Parent the Company are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company SPSS and each of its Subsidiaries (as defined in Section 8.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures to be so organized, existing or and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanySPSS, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except other than in such jurisdictions where the failures so to qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanySPSS. The copies of the certificate of incorporation and bylaws of the Company SPSS which were previously furnished or made available to Parent ShowCase are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures to be so organized, existing or and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except other than in such jurisdictions where the failures so to qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The copies of the certificate Certificate of incorporation Incorporation and bylaws By-Laws of the Company which were previously furnished or made available to Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures to be so organized, existing or and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except other than in such jurisdictions where the failures so to qualify or to be in good standing, individually or standing in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect on the Company. The copies of the certificate of incorporation and bylaws of the Company which were previously furnished or made available to Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company Purchaser and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures failure to be so organized, existing or and in good standing or to have such power and authority, individually or in the aggregate, authority would not reasonably be expected to have a material adverse effect on Purchaser's ability to consummate the Merger (a "Purchaser Material Adverse Effect on the CompanyEffect"), and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except necessary, other than in such jurisdictions where the failures failure so to qualify or to be in good standing, individually or in the aggregate, standing would not reasonably be expected to have a Purchaser Material Adverse Effect on the CompanyEffect. The copies of the certificate of incorporation and bylaws by-laws of the Company Purchaser which were previously furnished or made available to Parent Company are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company Pfizer and each of its Subsidiaries (as defined in Section 8.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures to be so organized, existing or and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyPfizer, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except other than in such jurisdictions where the failures so to qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyPfizer. The copies of the certificate of incorporation and bylaws of the Company Pfizer which were previously furnished or made available to Parent Xxxxxx-Xxxxxxx are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company Xxxxxx-Xxxxxxx and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures to be so organized, existing or and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyXxxxxx-Xxxxxxx, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except other than in such jurisdictions where the failures so to qualify or to be in good standing, individually or standing in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect on the CompanyXxxxxx-Xxxxxxx. The copies of the certificate of incorporation and bylaws of the Company Xxxxxx-Xxxxxxx which were previously furnished or made available to Parent Pfizer are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company OSI and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures to be so organized, existing or and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyOSI, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except other than in such jurisdictions where the failures so to qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyOSI. The copies of the certificate of incorporation and bylaws Bylaws of the Company OSI, which were previously furnished or made available to Parent WJ, are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures to be so organized, existing or and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except other than in such jurisdictions where the failures so to qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The copies of the certificate of incorporation and bylaws of the Company which were previously furnished or made available to Parent Riverwood are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of the Company Dura and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failures failure to be so organized, existing or and in good standing or to have such power and authorityauthority has not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyDura, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except other than in such jurisdictions where the failures failure so to qualify or to be in good standingstanding has not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyDura. The copies of the certificate of incorporation and bylaws of the Company Dura which were previously furnished or made available to Parent Elan are true, complete and correct copies of such documents as in effect on the date of this Agreement.