Common use of Organization Clause in Contracts

Organization. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Organization. (a) The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State Laws of Delaware. The Company , and has the all requisite corporate power and authority to own, lease own its properties and operate its assets and properties and to carry on conduct its business as it is now currently being conducted. The Company is duly qualified to transact do business and as a foreign corporation and, where applicable, is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and or to be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power Delaware and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact do business and is in good standing in each jurisdiction all jurisdictions in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification is necessary. The Company has all requisite corporate power and authority to conduct its business, except where the failure to be so qualified own its properties and in good standing would not reasonably be expected to have execute and deliver, and to perform all of its obligations under this Agreement to which it is a Material Adverse Effectparty.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware. The Company has , with the requisite corporate power and authority to own, lease own and operate use its properties and assets and properties and to carry on its business as it is now being currently conducted. The Company is duly qualified to transact conduct business and is in good standing as a foreign corporation in California and in each other jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on its business.

Organization. The Company is a corporation, duly organized, corporation validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power ; each Subsidiary is validly existing and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact business and is in good standing under the laws of the jurisdiction of its organization; and each of the Company and each Subsidiary is duly qualified to do business in each jurisdiction in which the properties ownedwhere, leased or operated by it or because of the nature of the business conducted by it makes its activities or properties, such qualification necessaryis required, except for such jurisdictions where the failure to be so qualified and in good standing would qualify could not reasonably be expected to have a Material Adverse Effect.

Organization. The Company is a corporation, duly organized, corporation validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power ; each Subsidiary is validly existing and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact business and is in good standing under the laws of the jurisdiction of its organization; and each of the Company and each Subsidiary is duly qualified to do business in each jurisdiction in which the properties ownedwhere, leased or operated by it or because of the nature of the business conducted by it makes its activities or properties, such qualification necessaryis required, except for such jurisdictions where the failure to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware. The , the Company has the requisite corporate power and authority to own, lease and operate own its assets and properties property and to carry on its business as it is now being conducted. The , and the Company is duly qualified as a foreign corporation to transact do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has , with the requisite corporate power and authority to own, lease own and operate use its properties and assets and properties and to carry on its business as it is now being currently conducted. The Company is qualified to transact business and is not in good standing in each jurisdiction in which the properties owned, leased violation of any material provision of its certificate of incorporation or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectby-laws.

Organization. (a) The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company , has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being presently conducted. The Company , and is qualified to transact do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except all jurisdictions where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business of the Company.

Organization. The Company is a corporation, corporation duly organizedincorporated, validly existing and in good standing under the laws of the State state of Delaware. The Company has the all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conductedbusiness. The Company is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified and in good standing would not reasonably be expected to have as a Material Adverse Effectforeign corporation in each jurisdiction where its ownership of property or operation of its business requires qualification.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being presently conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which all jurisdictions where the ownership or leasing of its properties owned, leased or operated by it or the nature conduct of the its business conducted by it makes requires such qualification necessary, except where the failure to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse EffectEffect on the Company.

Organization. 3.01(a). The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company ; has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being presently conducted. The Company ; and is qualified to transact do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except all jurisdictions where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business of the Company.

Organization. The Company is a corporation, corporation duly organized, organized validly existing and in good standing under the laws of the State of Delaware. The Company , has the all requisite corporate power and authority to own, lease own and operate its properties and assets and properties and to carry on its business as it is now being conducted and proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction all jurisdictions in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on its business, properties, prospects or financial condition.

Organization. The Company is a corporation, duly organized, incorporated and validly existing and as a corporation in good standing under the laws Laws of the State of Delaware. The Company Delaware and has the requisite all corporate power and authority to own, lease own its property and operate its assets and properties and to carry on conduct its business in all material respects as it is now being currently conducted. The Company is duly qualified to transact as a foreign corporation for the transaction of business and is in good standing in under the Laws of each other jurisdiction in which the properties owned, leased or operated by it or the that nature of the business conducted conducts or the property owned by it makes such qualification necessary, except where except, in each case, as would not, individually or in the failure to be so qualified and in good standing would not aggregate, have or reasonably be expected to have a Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, lease and operate its properties and assets and properties and to carry on its business as it is now being conducted. The Company is qualified delivered or has made available to transact business Parent and is in good standing in each jurisdiction in which the properties ownedMerger Sub true, leased or operated by it or the nature correct and complete copies of the business conducted by it makes such qualification necessaryits certificate of incorporation and by-laws, except where the failure to be so qualified as amended and in good standing would not reasonably be expected to have a Material Adverse Effecteffect on the date of this Agreement.

Organization. The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite corporate power and authority to own, lease and operate own its assets and properties and to carry on its business as it is now being presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect.

Organization. The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company , has the requisite all necessary corporate power and authority powers to own, lease and operate own its assets and properties and to carry on its business as it now owned and operated by it, and is now being conducted. The Company is duly qualified to transact do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the jurisdictions where its business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectrequires qualification.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse EffectEffect on the Company.

Organization. The Company is a corporation, corporation duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business is duly qualified or registered as it is now being conducted. The Company is qualified a foreign company to transact business and is in good standing in under the Laws of each jurisdiction in which where the character of its activities or the location of the properties owned, owned or leased or operated by it or the nature of the business conducted by it makes requires such qualification necessaryor registration, except where the failure to be so qualified and of such qualification or registration would not, individually or in good standing would not reasonably be expected to the aggregate, have a Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, lease and operate its assets and properties and properties, to carry on its business as it is now being conducted. The Company is qualified to transact business presently conducted and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure as proposed to be so qualified conducted and in good standing would not reasonably be expected to have a Material Adverse Effectcarry out the transactions contemplated by this Agreement.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite all necessary corporate power and authority to own, operate, and lease and operate its assets and properties and to carry on its business as it is now being conductedowned or leased and operated by it. The Company is qualified to transact do business and is in good standing in each under the laws of any jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectis required.

Organization. (a) The Company is a corporation, limited liability company duly organized, formed and validly existing and in good standing under the laws Laws of the State of Delaware. The Company has the all requisite corporate power and authority to own, lease own and operate its assets and properties property and to carry on its business as it is now being conductedpresently conducted by it. The Company is duly licensed, qualified or otherwise authorized to transact conduct business and is in good standing in under the Laws of each jurisdiction in which the properties owned, leased it carries on business or operated by it or the nature of the business conducted by it makes owns assets and such qualification necessaryis required by Law, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the laws of the State of DelawareDelaware and is in good standing under such laws. The Company has the requisite corporate power and authority to own, lease and operate its assets properties and properties assets, and to carry on its business as it is now being presently conducted and as proposed to be conducted. The Company is qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated by it ownership of its property or the nature of the its business conducted by it makes requires such qualification necessaryqualification, except where the failure to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse Effectmaterially adverse effect on the Company.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is duly qualified to transact business or licensed and is in good standing to do business in each jurisdiction in which the properties property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not reasonably be expected to have a Material Adverse Effect.individually or in the

Organization. The Company is a corporation, corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware. The , each Subsidiary is duly organized and existing in good standing under the laws of the jurisdiction in which it is incorporated, and the Company has and each Subsidiary has the requisite corporate power and authority to own, lease and operate own its assets and properties respective property and to carry on its respective business as it is now being conducted. The execution, delivery and performance by the Company is qualified to transact business of this Agreement and is in good standing in each jurisdiction in which the properties owned, leased or operated Notes are within the Company's corporate powers and have been duly authorized by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectall necessary corporate action.

Organization. The Company (i) is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority , (ii) is duly qualified to own, lease and operate its assets and properties and to carry on its do business as it is now being conducted. The Company is qualified to transact business a foreign corporation and is in good standing in each jurisdiction in which where the properties owned, nature of the property owned or leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure and (c) has all requisite corporate power and authority to be so qualified own or lease and in good standing would not reasonably be expected to have a Material Adverse Effectoperate its assets and carry on its business as presently being conducted.

Organization. The Company COMPANY is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company , has the requisite all necessary corporate power and authority powers to own, lease and operate its assets and own properties and to carry on its business as it now owned and operated by it, is now being conducted. The Company is duly qualified to transact do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the jurisdictions where its business conducted by it makes such qualification necessary, except where the failure to be so qualified and requires qualification. COMPANY is currently in good standing would not reasonably be expected to have a Material Adverse Effectwith its Transfer Agent, Atlas Stock Transfer.

Organization. The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite corporate power and authority to own, lease and operate own its assets and properties and to carry on its business as it is now being presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the properties ownedfailure to so qualify would have a material adverse effect on the business, leased assets (including intangible assets), liabilities, financial condition, property, prospects or operated by it or the nature results of operations of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have Company (a “Material Adverse Effect”).

Organization. The Company is a corporation, (i) duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate or similar power and authority to own, lease own and operate its properties and assets and properties and to carry on its business as it is now being presently conducted. The Company is , and (ii) qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectownership or operation of its properties or conduct of its business requires such qualification.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws Laws of the State Delaware and has all powers and authority, and all licenses, permits, franchises, authorizations, consents and approvals of Delaware. The Company has the requisite corporate power all Governmental Authorities, required to own its property and authority to own, lease and operate its assets and properties and to carry on conduct its business as it is now being conducted. The Company is duly qualified to transact business and is in good standing in each every jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, or good standing is required by Applicable Law (except where the failure to be so qualified and or in good standing would not reasonably be expected to have result in a Material Adverse Effect).

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company , and has the requisite full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease and operate its assets and properties and to carry on its business as it is now being conductedproperties. The Company is qualified has full corporate power and authority to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement, and to perform its obligations hereunder, and to consummate the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effecttransactions contemplated hereby.

Organization. (a) The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company , has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company presently conducted and is qualified to transact do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except all jurisdictions where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business of the Company.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite corporate power and authority to own, lease and operate own its assets and properties property and to carry on its business as it is now being conduced and as currently contemplated to be conducted. The Company is qualified has the power to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement, to issue and deliver the properties owned, leased or operated by it or Shares and to carry out the nature provisions of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectthis Agreement.

Organization. The Company is a corporation, corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conductedbusiness. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased where its ownership of property or operated by it or the nature operation of the its business conducted by it makes such qualification necessaryrequires qualification, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Company.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority is duly qualified or licensed as a foreign corporation authorized to own, lease and operate do business in all states in which any of its assets and or properties and to carry on may be situated or where its business as it is now being conducted. The Company is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing obtain such qualification or license would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect.

Organization. The Company Company: (a) is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company ; (b) has the all requisite corporate power and authority to own, lease own and operate its properties and assets and properties and to carry on its business as it is now presently being conducted. The Company conducted and as proposed to be conducted in the Final Prospectus and the Collaboration Agreement; and (c) is qualified to transact business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on its business or properties.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate , with full power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being presently conducted. The Company is duly qualified to transact business and is in good standing to do business in each Massachusetts, and there is no other jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on its business or operations.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company conducted and as proposed to be conducted and is qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessaryis necessary under applicable law, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on its business.

Organization. 5.2(a) The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company ; has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being presently conducted. The Company ; and is qualified to transact do business as a foreign corporation and is in good standing in under the laws of each jurisdiction state in which either the ownership or use of the properties ownedowned or used by it, leased or operated by it or the nature of the business activities conducted by it makes it, requires such qualification necessaryqualification, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business or financial condition of the Company.

Organization. The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the laws of the State of DelawareDelaware and is in good standing under such laws. The Company has the requisite corporate power and authority to own, lease own and operate its assets properties and properties assets, and to carry on its business as it is now being presently conducted and as proposed to be conducted. The Company is qualified to transact do business and is in good standing in each jurisdiction in which of the jurisdictions where the character of its properties owned, leased owned or operated by it held under lease or the nature of the business conducted by it its activities makes such qualification necessary, except where the failure to be so qualified and or in good standing would not reasonably be expected to have cause a Company Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company has the requisite corporate all necessary power and authority to own, operate, or lease and operate its the assets and properties now owned, operated, or leased by it and to carry on its business as it is now being conducted. The Company is qualified to transact business has been and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectcurrently conducted.

Organization. The Company is a corporation, corporation duly organized, organized and validly ------------ existing and in good standing under the laws of the State of DelawareDelaware and is in good standing under such laws. The Company has the requisite corporate power and authority to own, lease own and operate its assets properties and properties assets, and to carry on its business as it is now being presently conducted and as proposed to be conducted. The Company is qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated by it ownership of its property or the nature of the its business conducted by it makes requires such qualification necessaryqualification, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterially adverse effect on the Company and its subsidiaries, taken as a whole.

Organization. (a) The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. The Company has the requisite full corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where as would not, individually or in the failure to be so qualified and in good standing would not aggregate, reasonably be expected to have a Company Material Adverse Effect.

Organization. (a) The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite full corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to transact do business and is in good standing in each jurisdiction in which where the properties owned, leased Company's ownership or operated by it leasing of property or the nature conduct of the its business conducted by it makes such qualification or licensing necessary, except where . Each such jurisdiction is listed in Section 4.1 of the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse EffectCompany Disclosure Schedule.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature Each of the business conducted by it makes such qualification necessaryCompany's subsidiaries is a corporation duly organized, except where the failure to be so qualified validly existing and in good standing under the laws of its respective jurisdiction. Each of the Company and its subsidiaries is duly qualified as a foreign corporation in all jurisdictions in which the failure to so qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Company and its subsidiaries taken as a whole.

Organization. (a) The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being presently conducted. The Company , and is qualified to transact do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except all jurisdictions where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on its business or financial condition.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, lease own and operate its assets and properties and properties, to carry on its business as it is now being conducted. The Company is qualified to transact business conducted and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure as proposed to be so qualified conducted, to enter into this Agreement, to issue and in good standing would not reasonably be expected sell the Notes and the Warrants and to have a Material Adverse Effectcarry out the terms of this Agreement, the Notes, the Warrants and the Security Agreement (collectively, the "Operative Agreements").

Organization. The Company is a corporation, corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the all requisite corporate power and authority to own, operate, lease and operate encumber its assets and properties and to carry on its business as it is now being conducted. The Company is qualified described in the Prospectus (as hereinafter defined) and to transact business enter into this Agreement and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectperform its obligations hereunder.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company , and has the requisite corporate full power and authority to own, lease own and operate its properties and assets and properties and to carry on its business as it is now being presently conducted and as proposed to be conducted. The Company is qualified as a foreign corporation to transact do business and is in good standing in each jurisdiction in the United States in which the properties owned, leased or operated by it ownership of its property or the nature conduct of the its business conducted by it makes requires such qualification necessaryqualification, except where the failure so to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Company.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on (i) conduct its business as it is now being conducted. The Company is qualified to transact business conducted and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure as proposed to be so qualified conducted, (ii) enter into and in good standing would not reasonably be expected to have a Material Adverse Effectperform its obligations under this Agreement and (iii) issue and perform its obligations under the Note.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company (i) has the all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact business , and (ii) is in good standing and duly qualified and licensed to transact business in each jurisdiction in which the properties owned, nature of property owned or leased or operated by it or the nature conduct of the its business conducted by requires it makes such qualification necessary, except where the failure to be so qualified and licensed. The Company has no direct or indirect ownership interest in good standing would not reasonably be expected to have a Material Adverse Effectany Person.

Organization. The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. The , each Subsidiary is duly organized and validly existing in good standing under the laws of the jurisdiction in which it is incorporated, and the Company has and each Subsidiary has the requisite corporate power and authority to own, lease and operate own its assets and properties respective property and to carry on its respective business as it is now being conducted. The execution, delivery and performance by the Company is qualified to transact business of this Agreement and is in good standing in each jurisdiction in which the properties owned, leased or operated Notes are within the Company's corporate powers and have been duly authorized by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectall necessary corporate action.

Organization. The 5.2(a)The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company presently conducted and is qualified to transact do business as a foreign corporation and is in good standing in under the laws of each jurisdiction state in which either the ownership or use of the properties ownedowned or used by it, leased or operated by it or the nature of the business activities conducted by it makes it, requires such qualification necessaryqualification, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business or financial condition of the Company.

Organization. The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite corporate power and authority to own, lease own its properties and operate its assets and properties and to carry on its business as it is now being conducted. The Company is Companyis duly qualified as a foreign entity to transact do business and is in good standing in each the every jurisdiction in which the properties owned, leased or operated by it its ownership of property or the nature of the business conducted by it makes such qualification necessary. All actions taken by the incorporators, except where directors and/or shareholders of the failure to be so qualified Company have been valid and in good standing would not reasonably be expected to have a Material Adverse Effectaccordance with the laws of the State of Delaware.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, operate and lease and operate its assets and properties property and to carry on its business as it is now being conducted. The Company is qualified to transact conduct business as a foreign corporation in Illinois and is in good standing in each other jurisdiction in which the properties owned, leased or operated by it ownership of the Assets or the nature conduct of the business conducted by it makes Business requires such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectqualification.

Organization. The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company ; has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being presently conducted. The Company ; and is qualified to transact do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except all jurisdictions where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business of the Company.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has , with the requisite corporate power and authority to own, lease own and operate use its properties and assets and properties and to carry on its business as it is now being currently conducted. The Company is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased violation of any material provision of its certificate of incorporation or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectby-laws.

Organization. The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite corporate power and authority to own, lease own its properties and operate its assets and properties and to carry on its business as it is now being conducted. The Company is duly qualified as a foreign entity to transact do business and is in good standing in each the every jurisdiction in which the properties owned, leased or operated by it its ownership of property or the nature of the business conducted by it makes such qualification necessary. All actions taken by the incorporators, except where directors and/or shareholders of the failure to be so qualified Company have been valid and in good standing would not reasonably be expected to have a Material Adverse Effectaccordance with the laws of the State of Delaware.

Organization. The Company is a corporation, corporation duly organized, validly existing and is in good standing under the laws of the State of Delaware. The Company , and has all the requisite corporate power and authority to owndo own and lease its properties, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact business presently conducted and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure as proposed to be so qualified conducted and in good standing would not reasonably be expected to have a Material Adverse Effectcarry out the transaction contemplated hereby.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, own or lease its properties and operate its assets and properties as now owned or leased and to carry on its business as it is and where now being conducted. The Company is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature copies of the business conducted by it makes such qualification necessaryCompany’s Certificate of Incorporation and Bylaws, except where the failure as amended to be so qualified date, which have been delivered to Court Square, are correct and complete and are in good standing would not reasonably be expected to have a Material Adverse Effectfull force and effect.

Organization. The Company is a corporation, corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware. The Company has the requisite Delaware with full corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact do business and is in good standing in Massachusetts and in each other jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessaryis required, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Acquired Assets or the Business.

Organization. The Company is a corporation, corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware. The , each Material Subsidiary is duly organized and existing in good standing under the laws of the jurisdiction in which it is incorporated, and the Company has and each Material Subsidiary has the requisite corporate power and authority to own, lease and operate own its assets and properties respective property and to carry on its respective business as it is now being conducted. The Company is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact business Delaware and is in good standing qualified, registered or licensed to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of the its business conducted by it makes or operations would require such qualification necessaryqualification, registration or licensure except where the failure to be so qualified and in good standing qualified, registered or licensed would not reasonably be expected to have a Material Adverse Effect. The Company has full power and authority to own, lease and operate its properties and assets and the Company has full corporate power and authority to carry on its business as now conducted and to enter into and to perform this Agreement.

Organization. The Company is a corporation, corporation duly ------------ organized, validly existing and in good standing under the laws of the State of Delaware. The Except as set forth in Schedule 2.1, the Company has the all requisite corporate power and authority and holds all licenses, permits and other required authorizations from governmental authorities necessary to own, lease and operate its assets and properties and to carry on conduct its business as it is now being conducted. The Company is qualified conducted or as proposed to transact business be conducted and is in good standing in each jurisdiction in which to own or lease the properties owned, leased and assets it now owns or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectholds under lease.

Organization. The Company is a corporation, (i) duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate or similar power and authority to own, lease own and operate its properties and assets and properties and to carry on its business as it is now being presently conducted. The Company is , and (ii) qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which where the ownership or operation of its properties owned, leased or operated by it or the nature conduct of the its business conducted by it makes requires such qualification necessaryqualification, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Organization. The Company is a corporation, duly organized, corporation validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power ; each Subsidiary is validly existing and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact business and is in good standing under the laws of the jurisdiction of its organization; and each of the Company and each Subsidiary is duly qualified to do business in each jurisdiction in which the properties ownedwhere, leased or operated by it or because of the nature of the business conducted by it makes its activities or properties, such qualification necessaryis required, except for such jurisdictions where the failure to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse Effect. The Company's name as it appears in this Agreement is its exact name as it appears on the Company's organizational documents as amended.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, lease and operate its assets and properties and properties, to carry on its business as it is now being conductedpresently conducted and as proposed to be conducted and to carry out the transactions contemplated by this Subscription and Investors Rights Agreement. The Company is qualified to transact business A true, correct and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature complete copy of the business conducted by it makes such qualification necessary, except where Governance Document of the failure Company has been furnished to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectthe Investor.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, lease own and operate its assets and properties and properties, to carry on its business as it is now being conducted. The Company is qualified to transact business conducted and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure as proposed to be so qualified conducted, to enter into this Agreement, to issue and in good standing would not reasonably be expected sell the Note and the Warrant and to have a Material Adverse Effectcarry out the terms of this Agreement, the Note, the Warrant and the Security Agreement (collectively, the "Operative Agreements").

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws Laws of the State Delaware and has all powers and authority, and all licenses, permits, franchises, authorizations, consents and approvals of Delaware. The Company has the requisite corporate power all Governmental Authorities, required to own its property and authority to own, lease and operate its assets and properties and to carry on conduct its business as it is now being conducted. The Company is duly qualified to transact business and is in good standing in each every jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, or good standing is required by Applicable Law (except where the failure to be so qualified and or in good standing would could not reasonably be expected to have result in a Material Adverse Effect).

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse EffectEffect on the Company.

Organization. The Company is a corporation, corporation duly organizedincorporated, validly existing existing, and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now presently being conducted. The Company conducted and is qualified to transact do business and is in good standing in each every jurisdiction in which the properties owned, leased or operated character and location of the assets owned by it or the nature of the business conducted transacted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectrequires qualification.

Organization. The Company is a corporation, duly organized, organized and validly existing and corporation in good standing under the laws of the State state of Delaware. The Company has the requisite corporate power Delaware and authority is duly qualified or registered to own, lease and operate its assets and properties and to carry on its do business as it is now being conducted. The Company is qualified to transact business a foreign corporation and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes requires such qualification necessaryor registration wherein it owns or leases any material properties or conducts any material business, except where the failure so to be so qualified and qualify or register would not, in good standing would not reasonably be expected to the aggregate, have a Material Adverse Effectmaterial adverse effect on the Company. The Company has the corporate power and authority to own its properties and conduct its business as currently conducted.

Organization. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite full corporate power and authority to own, lease and operate use its assets and properties Assets and to carry on its business as it is now being presently conducted. The Company is qualified to transact business and is owns no capital stock or interest in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectany other entity.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate own its assets and properties and to carry on its business as it is now being currently conducted. The Company is duly qualified or licensed to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessaryconducts business, except where for those jurisdictions in which the failure to be so qualified or licensed and in good standing has not had and would not be reasonably be expected to have a Company Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conductedconducted and as it is contemplated to be conducted and to own all of its assets. The Company is duly qualified or licensed to transact do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the its business conducted by it or properties makes such qualification necessary, or licensing necessary except where to the failure extent that any failures to be so qualified and qualify or obtain a license are not in good standing would not reasonably be expected the aggregate materially adverse to have a Material Adverse EffectCompany.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, lease and operate the assets used in its assets and properties and business, to carry on its business as it is now being conducted. The Company is qualified to transact business presently conducted and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure as proposed to be so qualified conducted, to enter into this Agreement and in good standing would not reasonably be expected the Instruments (as hereinafter defined), to have a Material Adverse Effectperform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. "Instruments" means the Notes and the Warrants.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, lease and operate the assets used in its assets and properties and business, to carry on its business as it is now being conducted. The Company is qualified to transact business presently conducted and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure as proposed to be so qualified conducted, to enter into the Documents (as hereinafter defined), to perform its obligations thereunder, and in good standing would not reasonably be expected to have a Material Adverse Effect.consummate the transactions contemplated thereby. "

Organization. The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company , has the requisite all necessary corporate power and authority to own, lease and operate own its assets and properties and to carry on its business as it now owned and operated by it, and is now being conducted. The Company is duly qualified to transact do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the states where its business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectrequires qualification.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. The Company has the all requisite corporate power and authority to enable it to own, lease or otherwise hold its properties and operate its assets and properties and to carry on its business as it is now being presently conducted. The Company is duly qualified to transact do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it nature of its business or the nature ownership, leasing or holding of the business conducted by it its properties makes such qualification necessary, except where . A list of the failure to be jurisdictions in which the Company is so qualified and in good standing would is set forth on Schedule 5.01. The Company does not reasonably be expected to have a Material Adverse Effectany Subsidiaries.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power Delaware and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact do business and is in good standing in each every jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite all corporate power and authority and all material licenses, permits and authorizations necessary to own, lease own and operate its assets and properties and properties, to carry on its business as it is now being conducted. The Company is qualified to transact business conducted and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure presently proposed to be so qualified conducted and in good standing would not reasonably be expected to have a Material Adverse Effectexecute and deliver this Agreement and to fulfill and perform the Company’s obligations hereunder.

Organization. The Company is a corporation, corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate full power and authority authority: (i) to own, lease conduct its business in the manner in which its business is currently being conducted; (ii) to own and operate use its assets in the manner in which its assets are currently owned and properties used; and (iii) to carry on perform its business as obligations under all Contracts to which it is now being conducted. The Company a party or by which it is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectbound.

Organization. The Company is a corporation, Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company , has the all requisite corporate power and authority to own, lease and operate its assets and properties property and to carry on its business as it is now being conducted and as proposed to be conducted. The Company , and is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse EffectEffect on the Company.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite corporate power and authority to ownconduct its business, and to own and lease and operate its assets and properties and to carry on its business as it is now being conductedassets. The Company is properly qualified to transact do business as a foreign entity and is in good standing (to the extent such concept is relevant in any particular jurisdiction) in each jurisdiction in which such qualification is necessary under the properties owned, leased or operated by it or the nature applicable law in respect of the conduct of its business conducted by it makes such qualification necessary, except where and the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectownership of its assets.

Organization. The Company is a corporation, duly organized, corporation validly organized and existing and in good standing under the laws of the State of Delaware. The Company , has the requisite corporate full power and authority to own, lease own its property and operate its assets and properties and to carry on conduct its business as presently conducted by it and is now being conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in the State of New York and each other jurisdiction in which the properties owned, leased or operated by it or where the nature of the its business conducted by it or ownership of property makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified organized, existing and in good standing or to have such power, authority, and governmental approvals would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organized, validly ------------ existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to ownown and lease its properties and assets, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased where it owns or operated by it leases real property or the nature of the business conducted by it makes such qualification necessaryconducts business, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, earnings, prospects, assets or condition (financial or otherwise) of the Company.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company , has the all requisite corporate power and authority to own, lease and operate its assets and properties property and to carry on its business as it is now being conducted. The Company , and is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a material adverse effect on the business, assets (including intangible assets), condition (financial or otherwise), results of operations or prospects ("Material Adverse Effect") of the Company.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to ownown and lease its properties, lease and operate its assets and properties and to carry on its business as it is now being conductedpresently conducted and to carry out the transactions contemplated by this Agreement. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction all such jurisdictions in which the properties owned, leased conduct of its business or operated by it its ownership or the nature leasing of the business conducted by it makes property requires such qualification necessaryqualification, except where to the extent that any failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterially and adversely affect the Company’s financial condition, business or operations.

Organization. The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. The Company , has the all requisite corporate power and authority to own, lease and operate own its assets and properties and to carry on conduct its business as it presently conducted, is now being conducted. The Company is duly qualified to transact do business and is in good standing in each jurisdiction in which the properties owned, leased all jurisdictions where its ownership or operated by it leasing of property or the nature conduct of the its business conducted by requires it makes such qualification necessary, except to be so qualified and where the failure to be so qualified and in good standing would not would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organized, validly organized and existing and in good standing under the laws of the State of DelawareDelaware with its principal place of business at __________________________. The Company It has the requisite corporate power and authority to own, lease and operate own its assets and properties property and to carry on its business as it is now being conducted. The Company It is duly qualified and authorized to transact do business and is in good standing in each every state, country, or other jurisdiction in which the properties owned, leased or operated by it or the nature of the its business conducted by it and properties makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Organization. The (a)The Company is a corporation, corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company presently conducted and is qualified to transact do business as a foreign corporation and is in good standing in under the laws of each jurisdiction state in which either the ownership or use of the properties ownedowned or used by it, leased or operated by it or the nature of the business activities conducted by it makes it, requires such qualification necessaryqualification, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business or financial condition of the Company.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company , and has the all requisite corporate power and authority to carry on the Business and to own, lease and operate its assets and properties and to carry on its business as it is now being conductedand/or use the Purchased Assets. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in all jurisdictions listed on Schedule 4.4 hereto, which are the properties owned, leased or operated by it or only jurisdictions where the nature of its assets and properties or the business conducted by it Business makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Organization. The Company is a corporation, duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware. The Company does not control, directly or indirectly, any interests in any other corporation, association or other business entity. The Company has the requisite corporate power and authority to own, lease operate and operate occupy its assets and properties and to carry on conduct its business as it presently conducted and as described in the Exchange Act Documents (as defined below) and is now being conducted. The Company is registered or qualified to transact do business and is in good standing in each jurisdiction in which the properties owned, leased it owns or operated by it leases property or the nature of the transacts business conducted by it makes such qualification necessary, except and where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.be

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite corporate power and authority to own, own and/or lease and operate its assets and properties and to carry on conduct its business as it in the places where such properties are now owned, leased or operated or such business is now being presently conducted. The Company is duly qualified to transact business and is licensed as a foreign corporation in good standing the State of Illinois and in each additional jurisdiction in which the properties owned, leased it owns or operated by it leases real property or the nature of the business conducted by it makes in which its operations or activities would otherwise require such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effectqualification.

Organization. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power , and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact do business and is in good standing in each jurisdiction in which where the character or location of its assets or properties owned, leased or operated by it or the nature of the business conducted by it its activities makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power and authority to ownown and lease its properties, lease and operate its assets and properties and to carry on its business as it currently conducted, to execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement, as appropriate, and is now being conducted. The Company is duly licensed or qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or ownership or leasing of is properties owned, leased or operated by requires it or the nature of the business conducted by it makes such qualification necessaryto be so qualified, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite full corporate power and authority to own, lease operate and operate occupy its assets and properties and to carry on conduct its business as it presently conducted and is now being conducted. The Company is registered or qualified to transact do business and is in good standing in each jurisdiction in which the properties owned, leased it owns or operated by it leases property or the nature of the transacts business conducted by it makes such qualification necessary, except and where the failure to be so registered or qualified and in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon the results of operations or its business.

Organization. (a) The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware. The Company Delaware and has the all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to transact do business and is in good standing in the states of New York and California and in each jurisdiction in which the properties property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure . The Company has made available to be so qualified Parent complete and in good standing would not reasonably be expected to have a Material Adverse Effectcorrect copies of its Certificate of Incorporation and bylaws.

Organization. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the all requisite corporate power power, authority and authority qualifications and has all necessary governmental approvals, licenses, permits and authorizations to own, lease and operate own its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would have any such approval, license, permit or authorization could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business or financial position of the Company (a "MATERIAL ADVERSE EFFECT").