Common use of Standing and Corporate Power Clause in Contracts

Standing and Corporate Power. Each of the Company and each of its Significant Subsidiaries (as defined below) is a corporation validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of the Company and each of its Significant Subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise), or results of operations or prospects of the Company and its subsidiaries taken as a whole other than as the result of currency exchange rate fluctuations, customs, tax and duty law changes and changes relating to the economy generally or to the Company's industry in general and not specifically relating to the Company or any of its Subsidiaries (a "Company Material Adverse Effect"). The Company has delivered to Parent complete and correct copies of its Restated Charter and By-laws and the certificates of incorporation and by-laws of its Significant Subsidiaries, in each case as amended to the date of this Agreement. For purposes of this Agreement, a "Significant Subsidiary" means any subsidiary of the Company that constitutes a significant subsidiary within the meaning of Rule 1-02 of Regulation S-X of the SEC.