Common use of Organization, Qualifications and Corporate Power Clause in Contracts

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified in each jurisdiction in which the nature of its business or the ownership of its properties makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on its ability to carry on its business. The Company has the corporate power and authority to own and hold its properties, to carry on its business as currently conducted and to execute and deliver this Agreement, the Amended and Restated Registration Rights Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit B (the "Amended and Restated Registration Rights Agreement") among the Company and the several other parties named therein and the Amended and Restated Stockholders Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit C (the "Amended and Restated Stockholders Agreement") among the Company and the several other parties named therein, to perform its obligations under this Agreement, the Amended and Restated Stockholders Agreement and the Amended and Restated Registration Rights Agreement, and to issue, sell and deliver the Securities.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified in each jurisdiction in which the nature of its business or the ownership of its properties makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on its ability to carry on its business. The Company has the corporate power and authority to own and hold its properties, to carry on its business as currently conducted and to execute and deliver this Agreement, the Note, Amendment No. 6 to Amended and Restated Registration Rights Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit B C (the "Amended and Restated Registration Rights AgreementAgreement Amendment") among the Company and the several other parties named therein and the Third Amended and Restated Stockholders Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit C D (the "Amended and Restated Stockholders Agreement") among the Company and the several other parties named therein, to perform its obligations under this Agreement, the Note, the Amended and Restated Stockholders Agreement and the Amended and Restated Registration Rights AgreementAgreement Amendment, and to issue, sell and deliver the Securities.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified in each jurisdiction in which the nature of its business or the ownership of its properties makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on its ability to carry on its business. The Company has the corporate power and authority to own and hold its properties, to carry on its business as currently conducted and to execute and deliver this Agreement, the Senior Subordinated Notes, Amendment No.3 to the Amended and Restated Registration Rights Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit B C (the "Amended and Restated Registration Rights AgreementAgreement Amendment") among the Company and the several other parties named therein and Amendment No.3 to the Amended and Restated Stockholders Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit C D (the "Amended and Restated Stockholders AgreementAgreement Amendment") among the Company and the several other parties named therein, to perform its obligations under this Agreement, the Amended and Restated Senior Subordinated Notes, the Stockholders Agreement Amendment and the Amended and Restated Registration Rights AgreementAgreement Amendment, and to issue, sell and deliver the Initial Shares and the Additional Securities (collectively, the "Securities").