Common use of Corporate Organization; Etc Clause in Contracts

Corporate Organization; Etc. IPS and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to engage it to own, lease or otherwise hold its properties and Assets and to conduct its Business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Change on IPS, or on the ability of IPS to perform its obligations under this Agreement or on the ability of IPS to consummate the Merger. IPS and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation in good standing in the jurisdictions where the nature of its Business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Material Adverse Change. The copies of the Organizational Documents and all amendments thereto of IPS and its Subsidiaries delivered to Buyer are complete and correct copies of such instruments as presently in effect.

Corporate Organization; Etc. IPS The Corporation and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to engage it to own, lease or otherwise hold its properties and Assets assets and to conduct its Business businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Change on IPSthe Corporation, or on the ability of IPS the Corporation to perform its obligations under this Agreement or on the ability of IPS the Corporation to consummate the Merger. IPS The Corporation and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation in good standing in the jurisdictions where the nature of its Business business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Material Adverse Change. The copies of the Organizational Documents and all amendments thereto of IPS the Corporation and its Subsidiaries heretofore delivered to Buyer are complete and correct copies of such instruments as presently in effect.

Corporate Organization; Etc. IPS The Corporation and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to engage it to own, lease or otherwise hold its properties and Assets assets and to conduct its Business businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Change material adverse effect on IPSthe Corporation, or a material adverse effect on the ability of IPS the Corporation to perform its obligations under this Agreement or on the ability of IPS the Corporation to consummate the MergerYI Acquisition (a "Corporation Material Adverse Effect"). IPS The Corporation and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation in good standing in the jurisdictions where the nature of its Business business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Corporation Material Adverse ChangeEffect. The copies of the Organizational Documents and all amendments thereto of IPS the Corporation and its Subsidiaries heretofore delivered to Buyer are complete and correct copies of such instruments as presently in effect.

Corporate Organization; Etc. IPS XXXX and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to engage it to own, lease or otherwise hold its properties and Assets assets and to conduct its Business business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Change on IPSXXXX, or on the ability of IPS XXXX to perform its obligations under this Agreement or on the ability of IPS XXXX to consummate the Merger. IPS XXXX and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation in good standing in the jurisdictions where the nature of its Business business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Material Adverse Change. The copies of the Organizational Documents and all amendments thereto of IPS XXXX and its Subsidiaries delivered to Buyer are complete and correct copies of such instruments as presently in effect.

Corporate Organization; Etc. IPS GXXX and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to engage it to own, lease or otherwise hold its properties and Assets assets and to conduct its Business business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Change on IPSGXXX, or on the ability of IPS GXXX to perform its obligations under this Agreement or on the ability of IPS GXXX to consummate the Merger. IPS GXXX and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation in good standing in the jurisdictions where the nature of its Business business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Material Adverse Change. The copies of the Organizational Documents and all amendments thereto of IPS GXXX and its Subsidiaries delivered to Buyer are complete and correct copies of such instruments as presently in effect.

Corporate Organization; Etc. IPS The Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to engage it to own, lease or otherwise hold its properties and Assets assets and to conduct its Business businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Change on IPSthe Company, or on the ability of IPS the Company to perform its obligations under this Agreement or on the ability of IPS the Company to consummate the Merger. IPS The Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation in good standing in the jurisdictions where the nature of its Business business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Material Adverse Change. The copies of the Organizational Documents and all amendments thereto of IPS the Company and its Subsidiaries heretofore delivered to Buyer are complete and correct copies of such instruments as presently in effect.

Corporate Organization; Etc. IPS Shoom and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to engage it to own, lease or otherwise hold its properties and Assets assets and to conduct its Business businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Change on IPSShoom, or on the ability of IPS Shoom to perform its obligations under this Agreement or on the ability of IPS Shoom to consummate the Merger. IPS Shoom and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation in good standing in the jurisdictions where the nature of its Business business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Material Adverse Change. The copies of the Organizational Documents and all amendments thereto of IPS Shoom and its Subsidiaries heretofore delivered to Buyer MergerSub are complete and correct copies of such instruments as presently in effect.