Common use of Due Incorporation; Good Standing Clause in Contracts

Due Incorporation; Good Standing. The Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of its formation as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Due Incorporation; Good Standing. The Company has been duly incorporated organized and is validly existing as a corporation and is in good standing under the laws of its formation as state of the date hereofincorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a material adverse effect on the Company’s condition, financial or otherwise, business, operations or prospects (“Material Adverse ChangeEffect”).