Common use of Organization Clause in Contracts

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. The Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full corporate power and authority to own all of its properties and assets and to carry on conduct its business as it is now presently being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. The Purchaser is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Purchaser is duly qualified or authorized to do business as a foreign corporation, and is in good standing, under the laws of each other jurisdiction where the failure to be so qualified would have a Material Adverse Effect on the Purchaser. The Purchaser has all requisite full corporate power and authority to own all of own, lease and operate its properties and assets and to carry on conduct its business as it is now being presently conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, ------------ validly existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power and authority to own all of or lease its properties property and assets and to carry on its business as it is now being presently conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly ------------ existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite corporate full power and authority to carry on the business as conducted by it and to own all of its or hold under lease the properties and assets it now owns or holds under lease. Purchaser is duly qualified to do business and to carry on its business is in good standing as it is now being conducted, except a foreign corporation in all jurisdictions where the failure absence of such qualification would reasonably be expected to have such power or authority would not have a material adverse effect on the ability validity or enforceability of Purchaser to consummate this Agreement or the transactions contemplated herebyTransaction Documents.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. Purchaser is duly qualified to transact business and is in good standing in all jurisdictions where the nature of the business transacted by Purchaser or the character of the properties owned by Purchaser would require such qualification. Purchaser has all requisite corporate power and authority to own all of its properties and assets property and to carry on its business operations as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyconducted by it.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of its properties and assets and to carry on conduct its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State state of Delaware and Delaware. Purchaser has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business. Purchaser is duly qualified and in good standing as a foreign corporation in each jurisdiction where its ownership of property or operation of its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyrequires qualification.

Organization. Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power and authority to own all of its properties and assets and to carry on its business substantially as it is now being conducted, except conducted on the date hereof. Purchaser is duly qualified and licensed to do business in each jurisdiction where the failure to have conduct of its business requires such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyqualification.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite full corporate power and authority to own all of its properties enter into this Agreement and assets and the Operative Agreements to carry on its business as which it is now being conducteda party, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Purchaser is not in violation of any of the provisions of its certificates or certificate of incorporation or bylaws, except where the failure each as amended to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebydate.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on conduct its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and properties, to carry on its business as it is now being conducted, except where conducted and to enter into this Agreement and the failure Closing Agreements to have such power or authority would not have which it is a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyparty and perform its obligations thereunder.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate the full power and authority to own all of its properties execute, deliver and assets perform this Agreement and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyeach Related Document.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full corporate power and authority to own all of or lease its properties and assets and to carry on its business as it presently conducted. Purchaser is now being conductedlicensed or qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the character of its business or the nature of its properties makes such qualification or licensing necessary, except where the failure to have such power be so licensed or authority qualified would not have a material adverse effect affect on the ability of Purchaser to consummate the transactions contemplated herebyPurchaser.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite the corporate power and authority to own all of own, lease and operate its assets and properties and assets and to carry on its business as it is now being and as heretofore conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has Delaware, with all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on conduct its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business. Purchaser is duly qualified or authorized to do business as it a foreign company and is now being conducted, except where in good standing under the failure to have Laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such power qualification or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyauthorization.

Organization. The Purchaser is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite corporate power to own, operate and authority to own all of lease its properties business and assets and to carry on its business as it the same is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation Person duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own all of own, lease or otherwise hold its properties and assets and to carry on its business as it is now being presently conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State state of Delaware and has all requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebycurrently conducted by it.

Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority authority, corporate and otherwise, to own all of own, operate and lease its properties and assets and to carry on conduct its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite corporate power and authority to own all of execute, deliver and perform its properties obligations under this Agreement and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. The Purchaser is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing existing, and in good standing under the laws of the State state of Delaware and has all requisite corporate Delaware, with full power and authority to own all of or lease its properties and assets and to carry on conduct its business as it is now being conducted, except in a manner and in the places where the failure to have such power properties are owned or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyleased or such business are presently conducted by it.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite full corporate power and authority to own all of execute and deliver this Agreement, to perform its properties obligations hereunder and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organizedformed, validly existing and in good standing under the laws of Delaware State. Purchaser has the State of Delaware and has all requisite corporate power and authority to own all of its properties and assets and necessary to carry on its business as it is now being conductedconducted and to own, except where lease and operate its properties and assets. Purchaser is duly licensed or qualified to do business and in good standing in each jurisdiction in which the failure to have nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such power qualification or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebylicensing necessary under applicable Law.

Organization. Purchaser is a corporation duly organized, organized and validly ------------ existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite full corporate power and authority to own all of and lease its properties as such properties are now owned and assets leased, and to carry on conduct its business as it and where its business is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly ------------ existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to own all of its properties enter into this Agreement and assets the related agreements referred to herein and to carry out the transactions contemplated by this Agreement and to carry on its business as it is now being conductedconducted and to own, except where the failure to have such power lease or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyoperate its properties.

Organization. Purchaser is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all the requisite corporate power and corporate authority to own all of its properties and assets and to carry on its business as it is now being conducted, and own its Assets and Properties except where the failure to have such power or and authority would not have a material adverse effect Material Adverse Effect on Purchaser. Purchaser is duly qualified to conduct its respective business and is in good standing under the ability laws of Purchaser each jurisdiction where such qualification is required except for any jurisdiction where failure so to consummate the transactions contemplated herebyqualify would not have a Material Adverse Effect upon Purchaser.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware. Purchaser is duly qualified or licensed to transact business and is in good standing in all jurisdictions in which it conducts business. Purchaser has all requisite the corporate power and full authority and legal capacity to own execute and deliver this Agreement and all of its properties other documents or agreements to be executed and assets delivered by it and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyhereby or thereby.

Organization. The Purchaser is a corporation duly organized, validly existing existing, and in good standing under the general corporate laws of the State of Delaware and has all the requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware; Purchaser has all requisite full corporate power and authority to own all of its properties and assets and to carry on its business conduct the Business as it is now being conducted, except where conducted and to own and lease the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyAssets.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite full corporate power and authority to own all of or lease its properties and assets and to carry on conduct its business in the manner and in the places where such properties are owned or leased and as it such business is now being currently conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. The Purchaser is a corporation duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite full corporate power and authority to own and/or lease all of its properties and assets assets, and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation limited-liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite corporate full limited-liability company power and authority to own all of its properties enter into this Agreement and assets and the Operative Agreements to carry on its business as which it is now being conducteda party, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on conduct its business as it is now presently being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to own all of conduct its properties and assets business in the manner in which its business is currently being conducted and to carry on own and use its business as it is now being conducted, except where assets in the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebymanner in which its assets are currently owned and used.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of or lease its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebycurrently conducted by it.

Organization. Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State state of Delaware and has all requisite corporate power and authority to own all of authority, to: (i) own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where ; (ii) execute this Agreement and the failure Ancillary Agreements to have such power or authority would not have which it is a material adverse effect on the ability of Purchaser to party; and (iii) perform its obligations and consummate the transactions contemplated herebyhereby and thereby.

Organization. Purchaser is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite full corporate power and authority to own all enter into this Agreement and each of the Operative Agreements, to perform its properties obligations under each such agreement and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyby each such agreement.

Organization. Purchaser is a corporation corporation, duly organized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and has all requisite the corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted. Purchaser is duly qualified as a foreign corporation to do business, except and is in good standing, in each jurisdiction where the failure to have such power or authority be so qualified would not have a material adverse effect on the ability its business, assets, results of Purchaser to consummate the transactions contemplated herebyoperation, or financial condition.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of own, operate and lease its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect conducted on the ability date of Purchaser to consummate the transactions contemplated herebythis Agreement.

Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Purchaser has all requisite corporate power and authority to own all of execute, deliver and perform its properties obligations under this Agreement and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business the NK-1 Program as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has Delaware. Purchaser is authorized to do business under the Laws of all requisite corporate power and authority to own all of its properties and assets and to carry on its business as jurisdictions in which it is now being conductedrequired to be so authorized, except where as would not, individually or in the failure to have such power or authority would not aggregate, have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite full corporate power and authority to own all of its properties and assets and to carry on conduct its business as it is now being conductedconducted and as currently proposed to be conducted and to own, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyuse and lease its assets and properties.

Organization. The Purchaser is a corporation limited partnership duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business in each jurisdiction where it conducts business. The Purchaser has all requisite corporate power and authority to own all of conduct its properties and assets business and to carry on own or lease its business properties, as it is now being conducted, except where the failure to have such power owned or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyleased.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate full power and authority to own all of its properties enter into this Agreement and assets the related agreements referred to herein and to carry out the transactions contemplated by this Agreement and to carry on its business as it is now being conductedconducted and to own, except where the failure to have such power lease or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyoperate its properties.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to own all of its properties and assets and to carry on its conduct the business as in which it is now being conductedengaged. Merger Sub is a corporation duly organized, except where validly existing and in good standing under the failure laws of the State of Delaware and has full corporate power and authority to have such power or authority would not have a material adverse effect on own its properties and to conduct the ability of Purchaser to consummate the transactions contemplated herebybusinesses in which it is now engaged.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power and authority to own all of its properties and assets and to carry on conduct its business as it is now presently being conducted, except where conducted and to own and lease its properties and assets. Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the failure to have such power or authority be so qualified would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyeffect.

Organization. Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of its properties and assets and to carry on conduct its business as now conducted by it is now being conducted, except where the failure and to have such power own or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyuse all assets and properties presently owned or used by it.

Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Purchaser has all requisite the corporate power and authority to own all of and lease its properties and assets and to carry on its business as it is now being conductedconducted and is duly qualified to do business as a foreign corporation in each jurisdiction where it owns or leases real property or conducts business, except where the failure to have such power or authority be so qualified would not have a material adverse effect on the ability business, operations, earnings, assets or condition (financial or otherwise) of Purchaser to consummate the transactions contemplated herebyPurchaser.

Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority Delaware. The Purchaser is entitled to own all of or lease its properties and assets and to carry on its business as it and in the places where such business is now being conducted, and the Purchaser is duly licensed and qualified in all jurisdictions where the character of the property owned by it or the nature of the business transacted by it makes such license or qualification necessary, except where the such failure to have such power or authority would not have result in a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyPurchaser.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted. The Parent is a limited liability company duly organized, except where validly existing and in good standing under the failure to have such power or authority would not have a material adverse effect on laws of the ability Commonwealth of Purchaser to consummate the transactions contemplated herebyPennsylvania.

Organization. Purchaser is a corporation corporation, duly organized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and is qualified and authorized to transact business in, and is in good standing under the laws of , each jurisdiction in which such qualification is required for Purchaser to do business. Purchaser has all the requisite corporate power and authority to own all of and operate its properties and assets and properties, to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser execute and deliver this Agreement and to consummate the transactions contemplated herebyby this Agreement.

Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate right, power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where the failure conducted and to have such power or authority would not have perform its obligations under this Agreement and any Ancillary Documents to which it is a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyparty.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite full corporate power and authority to own all of its properties and assets and perform this Agreement. Purchaser is qualified to carry on its do business as it is now being conducted, except where a foreign corporation and in good standing in the failure State of Georgia to have such power or authority would not have a material adverse effect on the ability of Purchaser extent necessary to consummate the transactions contemplated herebyperform its obligations under this Agreement.

Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now presently being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions conducted and as contemplated herebyby this Agreement.

Organization. Purchaser is a corporation (a) duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has (b) with all requisite corporate power and authority to own all of and operate its properties and assets and to carry on its business as it is now being presently conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority is duly qualified to own all do business as a foreign corporation in each jurisdiction where the conduct of its properties and assets and to carry on its business as it is now being conductedso requires, except where the failure to have such power or authority so qualify would not have a material adverse effect on the ability Purchaser's business, financial condition or results of Purchaser to consummate the transactions contemplated herebyoperations taken as a whole.

Organization. Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate or other organizational power and authority to own all of its properties and assets and to carry on conduct its business as it is now being presently conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where . Purchaser is duly qualified to transact business and is in good standing as a foreign corporation in the failure to have such power or authority would not have a material adverse effect on the ability State of Purchaser to consummate the transactions contemplated herebyCalifornia.

Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own effect the transactions contemplated hereunder. The Purchaser has all of its properties requisite power and assets and authority, corporate or otherwise, to carry on and conduct its business as it is now being conductedconducted and to own or lease its properties and assets, and is duly qualified and in good standing in every state in which its conduct of business or ownership of property requires it to be so qualified, except where the failure to have such power or authority be so qualified would not have result in a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyeffect.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full corporate power and authority to own all of or lease its properties and assets and to carry on its business as it presently conducted. Purchaser is now being conducted, except where licensed or qualified to transact business and is in good standing in the failure to have such power or authority would not have a material adverse effect on the ability State of Purchaser to consummate the transactions contemplated hereby.Florida;

Organization. The Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of its properties enter into this Agreement and assets the agreements contemplated hereunder and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all purchase the Assets in accordance with the terms of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebythis Agreement.

Organization. Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power powers and authority to own all of its properties material governmental licenses, authorizations, permits, consents and assets and approvals required to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate or other power and authority and all necessary governmental approvals to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power or authority power, authority, and governmental approvals would not have have, individually or in the aggregate, a material adverse effect on the Purchaser's ability of Purchaser to consummate the transactions contemplated herebyTransactions.

Organization. Purchaser is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate partnership power and authority to own all of own, lease and operate its properties property and assets and to carry on its business as it is now being presently conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite full corporate power and authority to own all of its properties execute and assets deliver this Agreement and the Operative Agreements to carry on its business as which it is now being conducteda party, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby.

Organization. Purchaser is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full corporate power and authority to own all of its properties and assets and to carry on its business as presently conducted by it is now being conductedand to own, except lease and operate its properties in the places where the failure to have such power it maintains offices and where its properties are owned, leased or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyoperated.

Organization. Purchaser is a duly and validly organized corporation duly organized, validly existing and in good standing under the laws of the its State of Delaware and it has all requisite corporate power and authority to own all of its properties enter into this Agreement and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyTransaction.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. Purchaser is qualified to transact business and has all requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where in good standing in each jurisdiction in which the failure to have such power or authority so qualify would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyPurchaser.

Organization. The Purchaser is a corporation business entity duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite full corporate power and authority to own all of execute and deliver this Agreement, the Supplemental Indenture and the Pledge Agreement Amendment, to perform its properties obligations hereunder and assets thereunder and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyhereby and thereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it now conducted and is now being conducted, except duly licensed or qualified to do business in the states of the United States and foreign jurisdictions where its ownership or leasing of property or the failure to have conduct of its business requires such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyqualification.

Organization. (a) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Purchaser has delivered to the Company true, except where the failure to have such power or authority would not have a material adverse correct and complete copies of its organizational documents as in effect on the ability of Purchaser date hereof and as proposed to consummate be in effect immediately prior to the transactions contemplated herebyClosing Date.

Organization. Purchaser (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and (b) has all the requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on conduct its business as it is now presently being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware and has all requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business businesses as it is now being conducted or proposed by Purchaser to be conducted, except where the failure to be duly organized, existing and in good standing or to have such power and authority could not reasonably be expected to have, individually or authority would not have in the aggregate, a material adverse effect Material Adverse Effect on the ability of Purchaser to consummate the transactions contemplated herebyPurchaser.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own all of own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite full corporate power and authority to own all of execute and deliver this Agreement and the Transaction Documents, to perform its properties obligations hereunder and assets thereunder and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated herebyhereby and thereby.

Organization. Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate the power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite the corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where the failure conducted and to have such power or authority would not have a material adverse effect on the ability of Purchaser execute and deliver this Agreement and to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware. Purchaser is duly qualified and licensed as a foreign corporation to do business, and is in good standing in, the state of Florida, and has all the requisite corporate entity power and authority to own all of its properties and assets and to carry on its business as it is now being conducted. As of the Closing Date, except where Elutions - Europe shall be an entity duly organized, validly existing and in good standing under the failure to have such power Laws of the jurisdiction of its organization and a direct or authority would not have a material adverse effect on the ability indirect wholly-owned subsidiary of Purchaser to consummate the transactions contemplated herebyPurchaser.

Organization. The Purchaser is a corporation duly organized, validly existing existing, and in good standing under the Laws of the State of Delaware. The Purchaser is duly authorized to conduct business and is in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of its properties and assets and to carry on its business as it each jurisdiction where such qualification is now being conductedrequired, except where the failure to have such power or authority would be so qualified will not have a material adverse effect on the ability of Purchaser. The Purchaser has the requisite corporate power and authority to consummate carry on the transactions contemplated herebybusinesses in which it is engaged and to own and use the properties owned and used by it.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all the requisite corporate power and authority to own all of its properties and assets and to carry on its business businesses as it is now being conducted. Purchaser is duly qualified to do business (where such concept is applicable) in each jurisdiction where the nature of its business or the ownership of its assets makes such qualification necessary, except where the failure to have such power be so licensed or authority qualified would not have a material adverse effect on reasonably be expected to interfere with, prevent or materially delay the ability of Purchaser to enter into and perform its obligations under this Agreement or consummate the transactions contemplated herebyTransactions.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where and is duly qualified to do business and is in good standing in the jurisdictions shown on Schedule 5.1, which include all jurisdictions in which it is required to be qualified and the failure to have such power be so qualified would materially and adversely affect the financial condition, business or authority would not have a material adverse effect on the ability results of Purchaser to consummate the transactions contemplated herebyoperations of Purchaser.

Organization. Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite the corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, except where the failure conducted and to have such power or authority would not have a material adverse effect on the ability of Purchaser execute and deliver this Agreement and to consummate the transactions contemplated hereby.

Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite corporate power and authority to own all of its properties to, and assets and to is entitled to, carry on its business as now conducted and to own or lease its properties as and in the places where such business is now conducted and such properties are now owned, leased or operated. Purchaser is qualified to do business in all foreign jurisdictions in which it is now being conductedrequired to be so qualified, except where the failure so to have such power or authority be qualified would not have a material adverse effect on the ability business or assets of Purchaser to consummate the transactions contemplated herebyPurchaser.