Common use of Corporate Organization Clause in Contracts

Corporate Organization. The Company 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 in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Corporate Organization. The Company is a corporation duly ---------------------- organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority in all material respects to own, leaseDelaware, and operate its properties and is duly qualified to carry on conduct its business as now being conducted. No actions or proceedings a foreign corporation in all jurisdictions where the failure to dissolve be so qualified would have an adverse effect on the Company are pending or, to the best knowledge of the Company, are threatenedor its business.

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all the requisite corporate power and authority in all material respects to own, lease, and operate own or lease its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Corporate Organization. (a) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority in to own or lease all material respects to own, lease, and operate of its properties and assets and to carry on its business as it is now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.and

Corporate Organization. The Company is a corporation limited liability company duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority in all material respects to own, leaseoperate and lease the properties and assets it now owns, operates and operate its properties leases and to carry on its Business as presently conducted. The Company is duly qualified to transact business as now being conducted. No actions or proceedings to dissolve a foreign limited liability company and is in good standing in the Company jurisdictions set forth in Schedule 2.1(a) hereto, which are pending or, to the best knowledge of the Company, are threatened.only jurisdictions where such

Corporate Organization. The Company 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 corporate authority in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Corporate Organization. The Company 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 in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Corporate Organization. (a) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority in all material respects to own, lease, and operate its properties and to carry on its business as it is now being conducted. No actions or proceedings , and is duly qualified to dissolve do business as a foreign corporation in each jurisdiction in which the Company are pending or, to the best knowledge nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect on the Company, are threatened.. As used in this

Corporate Organization. The Company 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 in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Corporate Organization. (a) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority in to own or lease all material respects to own, lease, and operate of its properties and assets and to carry on its business as it is now being conducted. No actions The Company is duly licensed or proceedings qualified to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.do business in each jurisdiction in

Corporate Organization. The Company is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power and authority in all material respects to ownenter into this Agreement, lease, and operate to perform its properties obligations hereunder and to carry on its business as now being conducted. No actions or proceedings to dissolve consummate the Company are pending or, to the best knowledge of the Company, are threatenedtransactions contemplated hereby.

Corporate Organization. The Company 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 in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings Proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are or threatened.

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority in all material respects to own, lease, and operate its properties and to carry on its business as it is now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite with full corporate power and authority in all material respects to own, lease, and operate its properties and to carry on its business as it is now being conducted. No actions or proceedings to dissolve the Company are pending or, to own or hold under lease the best knowledge of properties and assets which it owns or holds under lease and perform all its obligations under the Company, are threatenedagreements and instruments to which it is a party or by which it is bound.

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite necessary corporate power and authority in all material respects to own, lease, operate and operate lease its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority in all material respects to own, lease, and operate own or lease its properties and to carry on its business and as in the places where such properties are now owned or leased or such business is now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Corporate Organization. The Company is a corporation duly organized, validly existing, and in good standing standing, under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority in all material respects to conduct its business as it is now being conducted and to own, lease, lease and operate its properties property and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatenedassets.

Corporate Organization. The Company is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Company has all the requisite corporate power and authority in to own or lease all material respects to own, lease, and operate of its properties and assets and to carry on its business as it is now being conducted. No actions , and is duly licensed or proceedings qualified to dissolve do business in each jurisdiction in which the Company are pending or, to the best knowledge nature of the Company, are threatenedbusiness conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority in all material respects to own, lease, and operate own its properties and assets and to carry on conduct its business as now being conducted. No actions or proceedings to dissolve True, accurate and complete copies of the Company are pending orOrganizational Documents, with all amendments thereto to the best knowledge of the Companydate hereof, are threatenedhave been made available to Parent or its representatives.

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority in all material respects to own, lease, and operate own or lease its properties and assets and to carry on conduct its business as now being conducted. No actions or proceedings to dissolve Copies of the Company are pending or, to the best knowledge Certificate of Incorporation and By-Laws of the Company, with all amendments thereto to the date hereof, have been furnished to Parent or its representatives, and such copies are threatenedaccurate and complete.

Corporate Organization. The Company is a validly existing corporation duly organized, validly existing, and organized in good standing under accordance with the laws of the State of Delaware Delaware, with all legal and has all requisite corporate authority and power to conduct its business and authority in all material respects to own, lease, and operate own its properties and to carry on possesses all necessary permits and licenses required in connection with the conduct of its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatenedbusiness.

Corporate Organization. The Company 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 in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Corporate Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business and in good standing in each jurisdiction in which the nature of its business conducted or property owned therein requires such qualification; the Company has all requisite corporate power and authority in all material respects to own, lease, hold and operate its properties and or conducted and to carry on its business as now being conducted. No actions or proceedings to dissolve consummate the Company are pending or, to the best knowledge of the Company, are threatenedtransactions contemplated by this Agreement.

Corporate Organization. 1. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority in to own or lease all material respects to own, lease, and operate of its properties and assets and to carry on its business as it is now being conducted. No actions , and is duly licensed or proceedings qualified to dissolve do business in each jurisdiction in which the Company are pending or, to the best knowledge nature of the Companybusiness conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, are threatened.except where the failure to be so licensed or qualified would not have a Material Adverse

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority in all material respects to ownenter into this Agreement, lease, and operate its properties to issue the Warrants and to carry on perform its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatenedobligations hereunder and thereunder.

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority in all material respects to own, lease, lease and operate its properties and to carry on its business as now being conducted. No actions The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or proceedings to dissolve operated by it or the Company are pending or, to the best knowledge nature of the Companybusiness conducted by it makes such qualification necessary, are threatened.except where the failure to

Corporate Organization. The Company 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 in all material respects to own, lease, own or lease and operate its properties and to carry on conduct its business as now being conducted. No actions or proceedings to dissolve Except as set forth in Schedule 3.01 and other than short term investments in money market ------------- instruments, the Company are pending orhas no investment in any corporation, to the best knowledge of the Companypartnership, are threatenedjoint venture, proprietorship or other entity. The Company has no Subsidiaries.

Corporate Organization. (a) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has no Subsidiaries (as defined in Section 3.4(b)). The Company has all requisite corporate power and authority in all material respects to own, lease, operate and operate its lease the properties and to carry on its business as assets it now being conducted. No actions or proceedings to dissolve the Company are pending orowns, to the best knowledge of the Company, are threatened.operates and leases

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority in to own or lease all material respects to own, lease, and operate its properties and assets and to carry on its business as it is now being conducted. No actions or proceedings , and to dissolve execute, deliver and perform this Agreement and to consummate the Company are pending or, to the best knowledge of the Company, are threatenedtransactions contemplated hereby.