Common use of Organization and Qualification Clause in Contracts

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted, except for those jurisdictions in which failure to have such authority would not have a Material Adverse Effect.

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedincorporated or organized, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.its

Organization and Qualification. The Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly organized and existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary and where now owned, leased, used, operated and conductedthe failure so to qualify would have a Material Adverse Effect.

Organization and Qualification. The Each of the Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to conduct its business as currently conducted and to own its assets wherever located. Each of the Company and its subsidiaries is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it is incorporatedthe failure to so qualify would have a material adverse effect on the operations of the Company and its subsidiaries, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business taken as and where now owned, leased, used, operated and conducteda whole.

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.and

Organization and Qualification. The Each of the Company and each of its subsidiaries, if any, subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to conduct its business as currently conducted and to own its assets wherever located. Each of the Company and its subsidiary is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it is incorporatedthe failure to so qualify would have a material adverse effect on the operations of the Company and its subsidiary, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business taken as and where now owned, leased, used, operated and conducteda whole.

Organization and Qualification. The Each of the Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly organized and existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary and where now owned, leased, used, operated and conductedthe failure so to qualify would have a Material Adverse Effect.

Organization and Qualification. The Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and the Company and each of its subsidiaries is qualified to do business as a foreign corporation in each jurisdiction in which it qualification is incorporatedrequired, with full power and authority except where failure to so qualify would not have a Material Adverse Effect (corporate and otheras defined herein) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conductedthe Company.

Organization and Qualification. The Each of the Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to conduct its business as currently conducted. Each of the Company and its subsidiaries is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it is incorporatedthe failure to so qualify would have a material adverse effect on the operations of the Company and its subsidiaries, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business taken as and where now owned, leased, used, operated and conducteda whole.

Organization and Qualification. The Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly validity existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction where now owned, leased, used, operated and conductedthe failure to so qualify would have a Material Adverse Effect.

Organization and Qualification. The Company and each Each of its subsidiaries, if any, the Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full state of its organization and has all requisite corporate power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where it is now owned, leased, used, operated and being conducted or contemplated to be conducted.

Organization and Qualification. The Each of the Company and each of its subsidiaries, if any, -------------------------------- subsidiaries is a corporation duly organized, validly organized and existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary and where now owned, leased, used, operated and conductedthe failure so to qualify would have a Material Adverse Effect.

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business, such that the failure to so qualify would not have a material adverse effect on the assets or business as and where now ownedof the Company, leasedits subsidiaries, used, operated and conductedor the ability of the Company to perform its obligations hereunder.

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on carryon its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. The Each of the Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly organized and existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and where now owned, leased, used, operated and conductedthe failure to qualify would have a Material Adverse Effect with respect to the Company.

Organization and Qualification. The Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly organized and existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.which

Organization and Qualification. (a) The Company and each of its subsidiaries, if any, subsidiaries (as defined in Section 3.1(b)) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full of its incorporation or organization and has all requisite corporate power and authority (corporate and other) to own, lease, use lease and operate its properties and to carry on its business businesses as now being conducted, except where the failure to be so organized, existing and where now owned, leased, used, operated and conducted.in good standing or to

Organization and Qualification. The Company Xxxxxxxxx and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, incorporated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and in good standing under the laws of the jurisdiction in which it is incorporatedhas all necessary corporate or other power, with full power authority and authority (corporate capacity to own its property and other) to own, lease, use and operate its properties assets as now owned and to carry on its business as it is now being conducted. Xxxxxxxxx and where now owned, leased, used, operated and conducted.each of its subsidiaries:

Organization and Qualification. The Company and each of its subsidiaries, if any, ------------------------------ subsidiaries is a corporation duly organized, validly validity existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction where now owned, leased, used, operated and conductedthe failure to so qualify would have a Material Adverse Effect.

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation subsidiaries are corporations duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is they are incorporated, with full and have the requisite corporate power and authority (corporate and other) to own, lease, use and operate its own their properties and to carry on its their business as and where now owned, leased, used, operated and being conducted.

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, organized and validly existing and (although the Holder acknowledges the Company is currently not in good standing standing) under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. The Each of Company and each of its subsidiaries, if any, ------------------------------ subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full of its incorporation and has all requisite corporate power and authority (corporate and other) to own, lease, use lease and operate its properties and to carry on its business as now being conducted. Each of Company and its subsidiaries is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where now owned, leased, used, operated and conducted.the

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation subsidiaries are corporations duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is they are incorporated, with full and have the requisite corporate power and authority (corporate and other) to own, lease, use and operate its own their properties and to carry on their businesses as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business as and where now ownedis in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, leased, used, operated and conducted.except to the extent that the failure to be so qualified or be in

Organization and Qualification. The Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly organized and existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as and where now owned, leased, used, operated and conducted.its

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (( corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. The To the Knowledge of the Company, each of the Company and each of its subsidiaries, if any, Subsidiaries (as defined below) is a corporation company duly organizedincorporated, validly existing and and, if applicable, in good standing under the laws of the jurisdiction in which it is incorporated, with full of its incorporation and each such entity has all requisite corporate power and authority (corporate and other) to own, lease, use lease and operate its properties and to carry on its business as and where now owned, leased, used, operated and being conducted.. To the Knowledge of the

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation subsidiaries are corporations duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is they are incorporated, with full and have the requisite corporate power and authority (corporate and other) to own, lease, use and operate its own their properties and to carry on its their business as now being conducted. Each of the Company and where now owned, leased, used, operated its subsidiaries is duly qualified as a foreign corporation to do business and conducted.is in good standing in every jurisdiction in which the nature of the business conducted by

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation legal entity which is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. The Company and each of its subsidiariesitssubsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. The Company Company, and each of its material subsidiaries, if any, is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction in which it is they are incorporated, with full power and authority (corporate and other) to own, lease, use and operate its their properties and to carry on its business their businesses as and where now owned, leased, used, operated and conducted.. 3.2

Organization and Qualification. The Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly organized and existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary and where now owned, leased, used, operated and conductedthe failure so to qualify would have a Material Adverse Effect with respect to the Company.

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.,

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.. Company Initials CHR

Organization and Qualification. The Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly validity existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as and where now owned, leased, used, operated and conducted.as

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation subsidiaries are corporations duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is they are incorporated, with full and have the requisite corporate power and authority (corporate and other) to own, lease, use and operate its own their properties and to carry on its business their businesses as and where now owned, leased, used, operated and conducted.now

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation subsidiaries are corporations duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is they are incorporated, with full and have the requisite corporate power and authority (corporate and other) to own, lease, use and operate its own their properties and to carry on its their business as now being conducted. The Company is a public limited Company possessing perpetual corporate existence and where now owned, leased, used, operated and conducted.the capacity to sue xx

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, subsidiaries are entities validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedthey are formed, with full and have the requisite power and authority (corporate and other) authorization to own, lease, use and operate its own their properties and to carry on its their business as and where now owned, leased, used, operated and being conducted.

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted., except where such failure would not be a Material Adverse Effect as defined below. The Company and each of its

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation Subsidiary are duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedof its incorporation or organization (as applicable), with full the requisite power and authority (corporate to own and other) to own, lease, use and operate its properties and assets and to carry on its business as and where now owned, leased, used, operated and currently conducted.

Organization and Qualification. The Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state or jurisdiction of incorporation and has the jurisdiction in which it is incorporated, with full requisite power and authority (corporate and other) all necessary governmental approvals to own, lease, use lease and operate its properties and to carry on its business the Company Business (as and defined below) as now being conducted except where now ownedthe failure to be so organized, leasedformed, usedexisting or in good standing or to have such governmental approvals would not, operated and conductedindividually or in the aggregate, have a Company Material Adverse Effect (as defined below).

Organization and Qualification. The Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly organized and existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as now being conducted. The Company and where now owned, leased, used, operated and conducted.each of its subsidiaries is duly qualified as a

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use use, and operate its properties and to carry on its business as and where now owned, leased, used, operated operated, and conducted.

Organization and Qualification. The Each of the Company and each of its subsidiaries, if any, Subsidiary is a corporation an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedof its incorporation or organization (as applicable), with full the requisite corporate power and authority (corporate to own and other) to own, lease, use and operate its properties and assets and to carry on its business as and where now owned, leased, used, operated and currently conducted.

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.. ·

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.. Schedule 3(a) sets DMEAST #9432371 v1 4

Organization and Qualification. The Company Frankly and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, incorporated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and in good standing under the laws of the jurisdiction in which it is incorporatedhas all necessary corporate or other power, with full power authority and authority (corporate capacity to own its material property and other) to own, lease, use and operate its properties assets as now owned and to carry on its business as it is now being conducted. Frankly and where now owned, leased, used, operated and conducted.each of its subsidiaries:

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.. SCHEDULE 3(a) sets forth a list of all of the Subsidiaries of the Company and

Organization and Qualification. The Company and each of its the subsidiaries, if any, is a corporation an entity duly organized, incorporated or otherwise organized and validly existing and in good standing under the laws of the each jurisdiction in which it is incorporatedowns or leases properties or conducts any business so as to require such qualification, with full the requisite power and authority (corporate to own and other) to own, lease, use and operate its properties and assets and to carry on its business as and where now owned, leased, used, operated and currently conducted.

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.. _____ Company Initials

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.. “DS” Company Initials 4

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation subsidiaries are corporations duly organized, validly organized and existing and in good standing under the laws of the jurisdiction in which it is they are incorporated, with full except, in the case of any such subsidiaries, as would not have a Material Adverse Effect (as defined below), and have the requisite corporate power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. (a) The Company and each of its subsidiaries, if any, subsidiaries (as defined in Section 3.1(b)) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full of its incorporation or organization and has all requisite corporate power and authority (corporate and other) to own, lease, use lease and operate its properties and to carry on its business businesses as now being conducted, except where the failure to be so organized, existing and where now owned, leased, used, operated in good standing or to have such power and conductedauthority would not have or constitute a Material Adverse Effect (as defined below) on the Company.

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly organized and existing and in good standing under the laws of its state of incorporation and the jurisdiction in which it is incorporated, with full Company has and each Subsidiary has the corporate power and authority (corporate and other) to own, lease, use and operate own its properties respective property and to carry on its respective business as and where it is now owned, leased, used, operated and being conducted.

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, organized and validly existing and (although the Buyer acknowledges the Company is currently not in good standing standing) under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation subsidiaries are corporations duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is they are incorporated, with full and have the requisite corporate power and authority (corporate and other) to own, lease, use and operate its own their properties and to carry on its their business as now being conducted. Each of the Company and where now owned, leased, used, operated its subsidiaries is duly qualified as a foreign corporation to do business and conducted.is in good standing in

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedincorporated except where such good standing does not have a material adverse effect on the Company, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

Organization and Qualification. The Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly validity existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as and where now owned, leased, used, operated and being conducted.

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted, except for those jurisdictions in which failure to have such authority would not have a Material Adverse Effect.

Organization and Qualification. The Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly organized and existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as now being conducted. The Company and where now owned, leased, used, operated each of its subsidiaries is duly qualified as a foreign corporation to do business and conducted.is in good standing in every jurisdiction in

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.. The SEC Documents set forth

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.. SCHEDULE 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is

Organization and Qualification. The Company and each of its subsidiaries, if any, subsidiaries is a corporation duly organized, validly organized and existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full and has the requisite corporate power and authority (corporate and other) to own, lease, use and operate own its properties and to carry on its business as now being conducted. The Company and where now owned, leased, used, operated each of its subsidiaries is duly qualified as a foreign corporation to do business and conducted.is in good standing in every jurisdiction in which the nature

Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.. DAL_____ Company Initials

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries ------------------------------ (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.its

Organization and Qualification. The Company and each of its subsidiariesSubsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Schedule 3(a), if attached hereto, sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated.