Common use of Good Standing of the Company and Subsidiaries Clause in Contracts

Good Standing of the Company and Subsidiaries. Each of the --------------------------------------------- Company and its subsidiaries (the "Subsidiaries") (A) is a duly incorporated and validly existing corporation in good standing under the laws of its jurisdiction of incorporation, with full power and authority (corporate and other) to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus; and (B) is duly qualified to do business as a foreign corporation in each jurisdiction (x) in which the conduct of its business requires such qualification and (y) in which it owns or leases property (except, in each case (x) and (y) for those jurisdictions in which the failure so to qualify has not had and will not have a Material Adverse Effect. "Material Adverse Effect" means, when used in connection with the Company or its Subsidiaries, any development, change or effect that is materially adverse to the business, properties, assets, net worth, condition (financial or other), results of operations or prospects of the Company and its Subsidiaries taken as a whole.

Good Standing of the Company and Subsidiaries. Each of the --------------------------------------------- Company and its subsidiaries (the "Subsidiaries") ) (A) is a duly incorporated and validly existing corporation in good standing under the laws of its jurisdiction of incorporation, with full power and authority (corporate and other) to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus); and (B) is duly qualified to do business as a foreign corporation in each jurisdiction (x) in which the conduct of its business requires such qualification and (y) in which it owns or leases property (except, in each case (x) and (y) except for those jurisdictions in which the failure so to qualify has not had and will not have a Material Adverse EffectEffect (as hereinafter defined) and (y) in which it owns or leases property. "Material Adverse Effect" means, when used in connection with the Company or its Subsidiaries, any development, change or effect that is materially adverse to the business, properties, assets, net worth, condition (financial or other), results of operations or prospects of the Company and its Subsidiaries taken as a whole.