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

Organization, Standing and Power; Subsidiaries. (i) Each of Alpha and its Subsidiaries is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing 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 Alpha and its Subsidiaries, 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, other than in such jurisdictions where the failure 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 Alpha and its Subsidiaries. The copies of the certificate of incorporation and by-laws of Alpha which were previously furnished or made available to Conexant 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 Alpha Anthem and each of its Subsidiaries is a corporation or other organization Person duly organized, validly existing and in good standing (where applicableas defined in Section 8.13) under the laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Timeconducted, except where the failure to be so organized, existing 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 (as defined in Section 8.13) on Alpha and its SubsidiariesAnthem, 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 or license necessary, other than in such jurisdictions where the failure so to qualify or 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 Alpha and its SubsidiariesAnthem. The copies of the certificate articles of incorporation and by-laws bylaws (or equivalent organizational documents) of Alpha which Anthem and its material Subsidiaries that were previously furnished or made available to Conexant Cigna 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 Alpha Purchaser and each of its Subsidiaries (as defined in Section 8.13(n)) is a corporation or other organization Person duly organized, validly existing and in good standing (where applicable) under the laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Timeconducted, except where the failure to be so organized, existing 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 (as defined in Section 8.13(i)) on Alpha and its SubsidiariesPurchaser, 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, other than in such jurisdictions where the 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 Alpha and its SubsidiariesPurchaser. The copies of the certificate articles of incorporation and by-laws bylaws of Alpha Purchaser and its material Subsidiaries which were previously furnished or made available to Conexant 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 StorCOMM is a corporation and each of Alpha and its Subsidiaries is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing 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 Alpha StorCOMM and its Subsidiaries, 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, other than in such jurisdictions where the failure 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 Alpha StorCOMM and its Subsidiaries. The copies of the certificate of incorporation and by-laws of Alpha StorCOMM which were previously furnished or made available to Conexant CCA 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 CCA is a corporation and each of Alpha and its Subsidiaries is a corporation or other organization duly organizedformed, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing 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 Alpha CCA and its Subsidiaries, 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, other than in such jurisdictions where the failure 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 Alpha CCA and its Subsidiaries. The copies of the certificate of incorporation and by-laws of Alpha CCA which were previously furnished or made available to Conexant StorCOMM 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 Alpha Conexant and its Subsidiaries is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing 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 Alpha Conexant and its Subsidiaries, 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, other than in such jurisdictions where the failure 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 Alpha Conexant and its Subsidiaries. The copies of the certificate of incorporation and by-laws of Alpha Conexant which were previously furnished or made available to Conexant GlobespanVirata 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 Alpha and Arvix xxx each of its Subsidiaries is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing 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 Alpha and its SubsidiariesArvix, and xxd 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, other than in such jurisdictions where the failure 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 Alpha and its SubsidiariesArvix. The Xxe copies of the certificate articles of incorporation and by-laws bylaws of Alpha which Arvix xxxch were previously furnished or made available to Conexant Meritor 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 Alpha Purchaser and each of its material Subsidiaries (as defined in Section 8.13) is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Timeconducted, except where the failure to be so organized, existing 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 Alpha and its SubsidiariesPurchaser, 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, other than in such jurisdictions where the 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 Alpha and its SubsidiariesPurchaser. The copies of the certificate articles of incorporation and by-laws of Alpha Purchaser which were previously furnished or made available to Conexant Company are true, complete and correct copies of such documents as in effect on the date of this Agreement.