Common use of Organization; Qualification Clause in Contracts

Organization; Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

Organization; Qualification. The Company is a corporation duly organized incorporated and validly existing under the laws of the State of Delaware and is in good standing under such lawsDelaware. The Company has all requisite corporate power to execute and authority deliver this Agreement, to own, lease issue and operate its properties exchange the Replacement Shares for the Exchanged Shares and assets, and otherwise to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which out the ownership provisions of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Companythis Agreement.

Organization; Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

Organization; Qualification. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conductedDelaware. The Company is duly qualified or licensed to do business as a foreign corporation in each good standing in every jurisdiction in which where the ownership character of its property properties, owned or leased, or the nature of its business requires activities make such qualification, except where failure to so qualify would not have a material adverse effect on the Companyqualification necessary.

Organization; Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, properties or assets of the Company.

Organization; Qualification. The Company is a corporation duly organized and validly existing existing, and in good standing, under the laws of the State of Delaware Delaware, with full corporate power and authority to own or lease all of the assets owned or leased by it and to operate its business as the same is currently being operated. The Company is duly qualified to do business and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not will have a material adverse effect on the business or assets or financial condition of the Company.

Organization; Qualification. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conductedDelaware. The Company is duly qualified and in good standing as a foreign corporation and is licensed, admitted or approved to do business as a foreign corporation in each jurisdiction in which wherein the ownership character of its property the properties owned or held by it under lease, or the nature of its the business requires conducted by it, makes such qualificationqualification necessary, except where the failure to so qualify would not have a material adverse effect on the Company, and would not have any adverse effect on the enforceability of this Agreement.

Organization; Qualification. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conductedDelaware. The Company is duly qualified and in good standing as a foreign corporation and is licensed, admitted or approved to do business as a foreign corporation in each jurisdiction in which wherein the ownership character of its property the properties owned or held under lease by it, or the nature of its the business requires conducted by it, makes such qualificationqualification necessary, except where the failure to so qualify would not have a material adverse effect on the Company, and would not have any adverse effect on the enforceability of this Agreement.

Organization; Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where its failure to be so qualify qualified would not have a material adverse effect on the Company.

Organization; Qualification. The Company is a corporation --------------------------- duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

Organization; Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in the United States in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

Organization; Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

Organization; Qualification. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing under such lawsDelaware. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently now conducted. The Company is qualified to do business or registered as a foreign corporation in each jurisdiction of the jurisdictions in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Companyit conducts business.

Organization; Qualification. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently now conducted and as proposed to be conducted. The Company , and is qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of its property the properties owned or used by it, or the nature of its business the activities conducted by it, requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

Organization; Qualification. The Company is a corporation duly organized 5 6 and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

Organization; Qualification. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate own all of its properties and assets, assets and to carry on its business as it is presently being conducted. The Company is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the ownership of its property owned, leased or operated by it or the nature of its the business requires conducted by it makes such qualification, qualification necessary except in those jurisdictions where the failure to so qualify be duly qualified and in good standing would not have a material adverse effect on the CompanyCompany or the business conducted by it.

Organization; Qualification. (a) The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has Delaware, with all requisite corporate necessary power and authority to own, operate and lease and operate its properties and assets, assets and to carry on its business the Business as conducted and as presently proposed to be conducted. The Company , and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which where the ownership character of its property properties and assets or the nature of its business requires the Business makes such qualificationqualification necessary, except where failure to so qualify would not have a material adverse effect which jurisdictions are listed on the CompanySchedule 3.1.

Organization; Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the CompanyMaterial Adverse Effect.

Organization; Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.. (b)