Common use of Good Standing Clause in Contracts

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date Time satisfactory evidence of the good standing of the Company and its subsidiaries the Bank in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably requestorganization, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date reasonably satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing in such other jurisdictions as the Representative Representatives may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the such Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries Partnership Entities in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative Representatives may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative Representatives may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries each of the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries the Operating Partnership in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as a foreign entity in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the such Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative Representative[s] shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative Representative[s] may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of of, or as near as practicably possible to, the Closing Date reasonably satisfactory evidence of the good standing of the Company Company, Parent and its subsidiaries the other Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably requestorganization, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date of Delivery satisfactory evidence of the good standing of the Company and its subsidiaries the Bank in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably requestorganization, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company Company, the Guarantors and its their respective subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries listed on Schedule 2 in their respective jurisdictions of organization incorporation or formation and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of each of the Company and its subsidiaries each Significant Subsidiary in their respective jurisdictions jurisdiction of organization and their respective good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or an Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative Representatives shall have received on and as of the Closing Date a recent date satisfactory evidence of the good standing of the Company and its subsidiaries Designated Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative Representatives may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries Designated Subsidiaries, other than the Designated Subsidiaries organized and existing outside the United States, in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries (including the Guarantors) in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries the Company Significant Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its domestic subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as a foreign entity in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing (to the extent such concept is relevant in any particular jurisdiction) of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing (to the extent such concept is relevant in any particular jurisdiction) in such other jurisdictions as the Representative Representatives may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries the Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries the Subsidiary Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictionsjurisdictions dated as of a date reasonably acceptable to the Representative.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of (i) the Effective Date, and (ii) the Closing Date or the Option Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably requestrequest upon reasonable advance notice, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative Representatives may reasonably requestrequest in which their respective ownership or lease of property or the conduct of their respective businesses requires qualification to do business as a foreign entity, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and or prior to (as of reasonably agreed to by counsel to the Underwriters) the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the First Closing Date or the Second Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as a foreign entity in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities Governmental Authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its domestic significant subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their qualification or good standing standing, as applicable, in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries each of the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as the date of the Closing Date Time satisfactory evidence of the good standing of the Company and its subsidiaries the Bank in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably requestorganization, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries the Notes Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date and any Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing in such other jurisdictions as the Representative may reasonably request, in each case case, in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of of, or as near as practicably possible to, the Closing Date reasonably satisfactory evidence of the good standing of the Company Company, Parent and its subsidiaries the other Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date (i) satisfactory evidence of the good standing of the Company and its subsidiaries the Bank in their respective jurisdictions of organization and (ii) their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case of clauses (i) and (ii) in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the existence or good standing of the Company and its subsidiaries the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative Representatives shall have received on and as of each Time of Delivery, as the Closing Date case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative Representatives may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative Representatives shall have received on and as of the Closing Date Time, satisfactory evidence of the good standing of the Company and its subsidiaries Subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing in such other jurisdictions as the Representative Representatives may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of at the Closing Date Time satisfactory evidence of the good standing of the Company and its subsidiaries the Bank in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably requestorganization, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries the Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries Named Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of a recent day prior to the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably requestorganization, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the “launch” and Closing Date satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their good standing in such other jurisdictions as the Representative may reasonably requestorganization, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing certificates of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing or active status, as applicable, of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing or active status, as applicable, in such other jurisdictions as the Representative Representatives may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date Time satisfactory evidence of the good standing of the Company and its subsidiaries the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative Representatives shall have received on and as of the Closing Date each Time of Delivery satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative Representatives may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries the Guarantor in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries the Bank in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably requestorganization, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of (i) the Effective Date, and (ii) the Closing Date or the Option Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their good standing in such other jurisdictions as the Representative may reasonably requestorganization, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries the Guarantors in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative Underwriters may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing or valid existence, as the case may be, of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing or qualification, as the case may be, with applicable regulatory bodies or as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries subsidiaries, other than Unthink Technologies Private Limited, Claddaugh Casualty Insurance Company, Ltd., and Exzeo Software Private Limited, in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or any Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries the Subsidiary in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries each of the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably requestand the Company shall agree, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing or valid existence, as applicable, of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company, the Operating Partnership and any other Significant Subsidiary of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing (in jurisdictions where such concept is applicable) of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case case, in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Identified Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries RMLC in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company Company, the Guarantors and its the Company’s significant subsidiaries set out on Schedule 4 hereto in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date and any Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its each of the Company’s subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case case, in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization, and its subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its domestic subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the each Closing Date satisfactory evidence of the good standing of the Company and certain of its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date and any Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries the Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative Underwriters may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other the jurisdictions as the Representative may reasonably request, set forth in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.Annex D.

Good Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries subsidiary in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of of, or as near as practicably possible to, the Closing Date reasonably satisfactory evidence of the good standing of the Company and its subsidiaries the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably requestorganization, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the First Closing Date and each Option Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing (or the jurisdictional equivalent) of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing (or the jurisdictional equivalent) in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries Evolent Health in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, telecommunication from the appropriate governmental authorities of such jurisdictions.