Common use of Organization and Standing Clause in Contracts

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of DelawareDelaware with full power and authority to own its properties and assets and to conduct its business as now conducted or proposed to be conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is in good standing as a corporation in all jurisdictions where the nature of its properties or business requires it.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate right, power and authority to enter into and perform and do all things contemplated under this Agreement and the Other Transaction Documents to which it is a party necessary to give effect to the provisions of this Agreement and such Other Transaction Documents.

Organization and Standing. The Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Buyer is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite power and authority to carry on its business as now being conducted. Buyer has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the State of Delawaretransactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of DelawareDelaware and is in good standing under such laws. Buyer has all requisite corporate power to own and operate its properties and assets and to carry on its business as currently conducted and as proposed to be conducted. Buyer is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which it conducts business, except for those jurisdictions where the failure to so qualify would not have a material adverse effect on Buyer.

Organization and Standing. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. The Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified to do business as a foreign corporation where such qualification is necessary, unless the failure to be so qualified would not materially and adversely affect Buyer's ability to consummate the transactions contemplated by this Agreement. Buyer has the full power and authority to enter into and perform the terms of this Agreement and the other Buyer Documents and to carry out the transactions contemplated hereby and thereby.

Organization and Standing. Buyer is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with the corporate power and authority to conduct its business and to own and lease its properties and assets.

Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, having all requisite corporate power and authority to perform its obligations under this Agreement.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power and authority to conduct its business as presently conducted and to own its assets and properties as presently owned.

Organization and Standing. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.

Organization and Standing. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organizedformed, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of Delaware. Buyer has the State power and authority to carry on its business as it is now being conducted and to own, lease and operate all of Delawareits properties and assets.

Organization and Standing. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power to own its properties and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed would have a material adverse effect on Buyer’s business taken as a whole.

Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has the requisite corporate power and authority, to conduct its business as presently conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified to do business and in good standing in each jurisdiction in which such qualification is necessary for Buyer to own its assets and conduct its business. Prior to Closing, Buyer will be qualified to do business in the States of Arkansas and Louisiana. Buyer has full power to own, lease, and operate its properties and to carry on its business as such is now conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.. Buyer has the requisite corporate power and corporate authority to purchase the Assets. 6 4.2

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Laws of Delaware. Buyer has full corporate power and authority to enter into this Agreement and any other agreements and instruments contemplated by this Agreement (the “Transaction Documents”) and to perform the transactions contemplated hereunder and thereunder.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. As of the Closing Date, Buyer shall be duly qualified and/or licensed to conduct business in all jurisdictions where the conduct of the Business shall require.

Organization and Standing. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Parent is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to carry on its business in the State of Colorado.

Organization and Standing. Buyer is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to own, lease and operate the Business and its properties and assets to be used in connection therewith.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority and is entitled to carry on its respective business as now being conducted by it and to own, lease or operate its respective properties as and in the places where such business is now conducted and properties are now owned, leased or operated.

Organization and Standing. Buyer is a corporation duly organized, ------------------------- validly existing and in good standing under the laws of the State of DelawareDelaware with the corporate power and authority to conduct its business and to own and lease its properties and assets and is (or will be on the Closing Date) duly qualified or licensed to do business and in good standing as a foreign corporation in the State of Indiana.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has the requisite power and authority, to conduct its business as presently conducted.

Organization and Standing. Buyer is a Delaware corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organizedorganized corporation, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to own and operate its Assets and to execute, deliver and to carry out the provisions of this Agreement and the other agreements contemplated hereby.

Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.

Organization and Standing. Buyer is a corporation an entity duly organized, validly existing existing, and in good standing under the laws of the State state of Delaware.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with full power and authority (corporate and other), to own, lease, use, and operate its properties and to conduct its business as and where now owned, leased, used, operated and conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Laws of Delaware, and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. All corporate actions taken by Buyer in connection with this Agreement will be duly authorized on or prior to the Closing and no further proceedings on the part of Buyer are necessary to approve and authorize the execution and delivery of this Agreement or the Ancillary Agreements and the performance of Buyer’s obligations hereunder and thereunder.

Organization and Standing. Buyer is a corporation duly organized, ------------------------- validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organizedformed, validly existing and in good standing under the laws Laws of the State of DelawareDelaware with full power and authority, to own, lease, use, and operate its properties and to conduct its business as and where now owned, leased, used, operated and conducted.

Organization and Standing. Buyer is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would neither have a Material Adverse Effect on Buyer nor materially impair or delay the ability of Buyer to consummate the transactions contemplated hereby.

Organization and Standing. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, having all requisite power and authority to perform its obligations under this Agreement.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has full power and authority to own and operate its properties and to carry on its business operations as presently being conducted, and to execute, deliver and perform this Agreement and all other documents, instruments and agreements contemplated or required by this Agreement.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and corporate authority to own and lease its assets and properties and to carry on its business as and in the places such assets and properties are now owned or leased and where such business is presently conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of Delaware. Buyer has full power and authority to carry on its business as it is now being conducted and to own and operate the State of Delawareproperties and assets now owned and operated by it. [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Organization and Standing. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to own, lease and otherwise hold and operate its properties and other assets and to carry on its business as it is now being conducted, except where the failure to be so incorporated, existing or in good standing or to have such corporate power and authority would not have, individually or in the aggregate, a material adverse effect on the business, results of operations, or financial condition of Buyer and its Subsidiaries taken as a whole.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to conduct its business as currently conducted and to own, lease and operate all its properties and assets.

Organization and Standing. Buyer is a corporation duly organizedorganized corporation, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to own and operate its Assets, to execute and deliver this Agreement and to carry out the provisions of this Agreement.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is qualified to do business in each jurisdiction where such qualification is necessary and where the failure to be so qualified would have a Material Adverse Effect on Buyer. Buyer has the requisite corporate power and authority to conduct its business as now conducted.

Organization and Standing. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of DelawareDelaware and has the full power and authority to enter into this Agreement and perform its obligations hereunder.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware., and as of the Closing Date Buyer shall be duly qualified to do business and be in good standing in the States of Arkansas. 6.2

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware. Buyer shall deliver to Seller at the Initial Closing a certificate of good standing from the appropriate government agency. Buyer has all requisite power and authority and all requisite licenses, permits and franchises necessary to own, lease and operate its properties and assets and to carry on its business in the manner and in the locations as presently conducted.

Organization and Standing. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite power and authority to carry on its business as now being conducted. Buyer has all requisite power and authority to execute and deliver this Agreement and the Other Transaction Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby.

Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware, and as of the Closing Date will be qualified to do business in the State of Delaware, and any other jurisdiction where such qualification is required.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and qualified to do business in the State of Delaware.

Organization and Standing. Buyer is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware., with full corporate power and authority to carry on its business and to enter into and carry out the terms of this Agreement. 4.2

Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing organized under the laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all the requisite corporate power and corporate authority to enter into and perform the terms of this Agreement and the agreements and instruments to be executed by Buyer and to carry out the transactions contemplated hereby and thereby.

Organization and Standing. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and on the Closing Date will be duly qualified to carry on its business in each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

Organization and Standing. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Delaware, has the State requisite power to own, lease and operate its assets, properties and business and is duly qualified as a foreign corporation in good standing under the laws of Delawareeach state or jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Illinois. The Buyer Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted.

Organization and Standing. Buyer is a corporation duly organizedformed, ------------------------- validly existing existing, and in good standing under the laws of the State of Delaware.

Organization and Standing. The Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws law of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware, and has full power and authority to perform all of its obligations under this Agreement.

Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State Delaware. Buyer has full corporate power and authority to enter into and perform the terms of Delawarethis Agreement and the transactions contemplated hereby.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware.

Organization and Standing. The Buyer 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 to enter into this Agreement and to carry out the transactions contemplated under this Agreement. b.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the full and unrestricted right, capacity, power and authority (corporate or otherwise) to carry on its business as currently conducted, to enter into this Purchase Agreement and all Documents contemplated hereby and to carry out the transactions contemplated hereby and thereby.

Organization and Standing. Buyer is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Parent is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation.

Organization and Standing. Buyer is a Delaware corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.

Organization and Standing. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware, U.S.A. and has the full and unrestricted corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.

Organization and Standing. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and corporate authority to enter into this Agreement and each other agreement, document and instrument to be executed or delivered by Buyer in accordance with this Agreement (the "Buyer Documents") and to carry out the transactions contemplated hereby and thereby.

Organization and Standing. Buyer is a corporation duly organized, validly ------------------------- existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

Organization and Standing. (a) Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of DelawareDelaware and has the full and unrestricted corporate power and authority to carry on its business as currently conducted, to enter into this Acquisition Agreement and the Related Agreements to which it is a party and to carry out the transactions contemplated hereby and thereby.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Buyer is qualified to do business in each jurisdiction where such qualification is necessary and where the failure to be so qualified would have a Material Adverse Effect on Buyer. Buyer has the requisite corporate power and authority to conduct its business as now conducted, to own or lease the Purchased Assets, and to use such Purchased Assets in the conduct of its business.

Organization and Standing. The Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware., U.S.A..

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would neither have a Material Adverse Effect on Buyer nor materially impair or delay the ability of Buyer to consummate the transactions contemplated hereby.

Organization and Standing. Buyer is a corporation duly organized, organized and validly existing and in good standing doing business under the laws of the State of Delaware, and Buyer has all the requisite power and authority (corporate and otherwise) to own its properties and to conduct its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Buyer has the requisite corporate power and corporate authority to own, lease, and operate its properties and is duly authorized and licensed to carry on its business in the places where and in the manner in which its business is presently being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, having all requisite corporate power and authority to perform its obligations under this Agreement.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Copies of the Buyer's Articles of Incorporation and By-Laws, and all amendments thereof to date, have been delivered to Shareholders, and are complete and correct. Buyer has the power and authority to own the property and assets now owned by it and to conduct its business presently conducted by it.

Organization and Standing. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware, and Buyer has all the requisite power and authority (corporate and otherwise) to own its properties and to conduct its business as it is now being conducted.

Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware., having all requisite corporate power and authority to 3

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified to carry on its business in such other jurisdictions as may be necessary.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Delaware. Buyer is a wholly-owned subsidiary of DelawareNYHC.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all necessary power and authority to own, lease or license its property and to conduct its business as now conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the full and unrestricted corporate power and authority to carry on its business as currently conducted, to enter into this Purchase Agreement and to carry out the transactions contemplated hereby.

Organization and Standing. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.

Organization and Standing. Buyer is a corporation Buyers are corporations duly organized, organized validly existing and in good standing under the laws of the State of Delaware, and are authorized to conduct business within those states where such qualification is necessary.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite corporate power and authority necessary to carry on its business as it is now being conducted.