Common use of Good Standing Clause in Contracts

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 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 its jurisdiction their respective jurisdictions of organization and its 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 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 its jurisdiction their respective jurisdictions of organization and its 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 its jurisdiction their respective jurisdictions of organization and its 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 the Guarantors in its jurisdiction their respective jurisdictions of organization and its 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 its jurisdiction their respective jurisdictions of organization and its 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, Time satisfactory evidence of the good standing of the Company and the Bank in its jurisdiction their respective jurisdictions of organization and its 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 or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and the Guarantors in its jurisdiction their respective jurisdictions of organization and its 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 in its jurisdiction of organization and 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 its jurisdiction their respective jurisdictions of organization and its 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 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 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 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 its jurisdiction their respective jurisdictions of organization and its 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 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 its jurisdiction their respective jurisdictions of organization and its 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 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 or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company Company, Parent and the other Guarantors in its jurisdiction their respective jurisdictions of organization and its 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 or the an Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 shall have received on and as of the Closing Date or the such Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its Subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 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 in its jurisdiction of organization and 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 or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and the Subsidiary Guarantors in its jurisdiction their respective jurisdictions of organization and its 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 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 or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of each of the Company Parties in its jurisdiction of organization and 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 or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 from the appropriate governmental authorities of such jurisdictions.

Good Standing. The On the Closing Date, 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 respective jurisdiction of organization and 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 Governmental Entity of such jurisdictionsjurisdictions as of a date no earlier than five (5) Business Days prior to the Closing Date, or, for any such jurisdiction in which evidence of good standing may not be obtained from appropriate Governmental Entities, in the form of an opinion of counsel licensed in the applicable jurisdiction.

Good Standing. The Representative Representatives shall have received on and as of the Closing Date or the such Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization and 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 jurisdictionsjurisdiction.

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 jurisdictions of organization and its 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 authority of such jurisdictionsjurisdiction.

Good Standing. The Representative shall have received on and as of by the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and the Guarantors in its jurisdiction their respective jurisdictions of organization and its their good standing in such other jurisdictions as the Representative may reasonably request, each as of a recent date, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions, except in the case of the Guarantors, for such evidence for which the failure to provide would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Good Standing. The Representative shall have received on and as of the First Closing Date or the Additional Second Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization and 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 Representatives 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 in its jurisdiction of organization and 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 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 its jurisdiction their respective jurisdictions of organization and its 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 from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative Representatives 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 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 jurisdictionsjurisdictions to the extent the concept of good standing or an equivalent concept is applicable in such jurisdiction.

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

Good Standing. The Representative shall have received on and as of the date hereof, the Closing Date or the Additional and any Option Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and each of the Company's subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 date hereof and the Closing Date or the Additional Closing Date, as the case may beTime, satisfactory evidence of the good standing (or its equivalent) of the Company in its jurisdiction of organization and 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 jurisdictionsjurisdiction.

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 subsidiary in its jurisdiction their respective jurisdictions of organization and its 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 any Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 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 its jurisdiction their respective jurisdictions of organization and its 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 of, or as near as practicably possible to, the Closing Date or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company and the Guarantors in its jurisdiction their respective jurisdictions of organization and its 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 Representatives 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 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 authority of such jurisdictionsjurisdiction.

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 organization, and 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 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 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 each of the subsidiaries listed on Schedule III hereto in its jurisdiction their respective jurisdictions of organization organization, to the extent such evidence is available in such jurisdiction, and its 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 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 significant subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 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 its jurisdiction their respective jurisdictions of organization and its 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 significant subsidiaries in its jurisdiction their respective jurisdictions of organization and 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 or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company and its U.S. subsidiaries in its jurisdiction of organization and 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 or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its Identified Subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 Governmental Authorities of such jurisdictions.

Good Standing. The At each Closing Date, the Representative shall have received on and as of the such Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company Company, its Subsidiaries and Folk Stone Limited, in its jurisdiction their respective jurisdictions of organization and its 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 jurisdictionsjurisdictions or, for any such jurisdiction in which evidence of good standing may not be obtained from appropriate governmental authorities, in the form of an opinion of counsel licensed in the applicable jurisdiction.

Good Standing. The Representative Representatives 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 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 authority of such jurisdictionsjurisdiction.

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 the Subsidiary in its jurisdiction their respective jurisdictions of organization and its 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 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 the Bank in its jurisdiction their respective jurisdictions of organization and its 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 “launch” and 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 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 or the and any Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and each of the Company’s subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 or and on the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company in its respective jurisdiction of organization and 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 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 (to the extent that the concept of good standing is applicable in such jurisdiction) of the Company and its subsidiaries in its jurisdiction their respective jurisdictions of organization and its their good standing (to the extent that the concept of good standing is applicable in such jurisdiction) 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 (where such concept is recognized) of the Company and its subsidiaries in its jurisdiction their respective jurisdictions of organization and its their good standing as foreign entities in such other the jurisdictions as the Representative may reasonably requestset forth on Annex C hereto, 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 day prior to the First Closing Date or on and as of the Additional day prior to the Option Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization and its 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 jurisdictionsjurisdiction.

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 its jurisdiction their respective jurisdictions of organization and its 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 day prior to the Closing Date or on and as of the day prior to 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 good standing Significant Subsidiaries in such other their respective jurisdictions as the Representative may reasonably requestof organization, 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 or the Additional Closing Date, as the case may be, a commercial register excerpt of the Company and satisfactory evidence of the good standing of the Company Company’s subsidiaries in its jurisdiction their respective jurisdictions of organization and its (to the extent the concept of good standing or an equivalent concept is applicable in such other jurisdictions jurisdiction) 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 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 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 First Closing Date or the Additional Second Closing Date, as the case may be, satisfactory evidence of the good standing of the Company Issuer in its jurisdiction of organization or incorporation and 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 (or its jurisdictional equivalent) of the Company in its jurisdiction of organization and 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 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 good standing subsidiaries in such other their respective jurisdictions as the Representative may reasonably requestof organization, 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 in its jurisdiction of organization and its good standing Significant Subsidiaries in such other their respective jurisdictions as the Representative may reasonably requestof organization, 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 or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries (as set forth in its jurisdiction Schedule III) in their respective jurisdictions of organization and its 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 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 the Subsidiary in its jurisdiction their respective jurisdictions of organization and its 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 and any Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and each of the Company’s subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 jurisdictionsjurisdictions or, for any such jurisdiction in which evidence of good standing may not be obtained from appropriate governmental authorities, in the form of an opinion of counsel licensed in the applicable jurisdiction.

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 the Parent Guarantor in its jurisdiction their respective jurisdictions of organization and its 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 or the an Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization and 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 Early Closing Date the Closing Date or the First Additional Closing Date or the Second Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its material subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 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 incorporation and its good standing as 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 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 each of its significant subsidiaries in its jurisdiction their respective jurisdictions of organization and its of the good standing of the Company in such other jurisdictions as the Representative may reasonably requesteach jurisdiction in which it is qualified to do business, 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 any Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and the Significant Subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 shall have received on and as of received, on, or one (1) business day prior to, 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 its jurisdiction their respective jurisdictions of organization and its 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 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 its jurisdictional equivalent) of the Company and its Material Subsidiaries in its jurisdiction their respective jurisdictions of organization and its good standing in such other jurisdictions as such entities are qualified to conduct business in and 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 or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and the subsidiaries listed in its jurisdiction Schedule 2-1 hereto in their respective jurisdictions of organization and its 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 the Bank in its jurisdiction their respective jurisdictions of organization and its 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 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 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 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 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 of, or as near as practicably possible to, the Closing Date or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company in its jurisdiction of organization and 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 or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries (as defined in its jurisdiction Regulation S-X 1.02(w)) in their respective jurisdictions of organization and its 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 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 (where such designation is applicable) of the Company and its material subsidiaries in its jurisdiction their respective jurisdictions of organization and its their good standing (where such designation is applicable) 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 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 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 jurisdictionsjurisdiction.

Good Standing. The Representative shall have received on and as of the Closing Date or the any Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization and 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 jurisdictionsCompany.

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 its jurisdiction their respective jurisdictions of organization and its their 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 of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date or the applicable Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 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 each of the Company and VIVUS Real Estate LLC in its jurisdiction their respective jurisdictions of organization and its 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 or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 or regulatory 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 its jurisdiction their respective jurisdictions of organization and its 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 jurisdictionsjurisdictions and to the extent the concept of good standing or an equivalent concept is applicable in such jurisdiction.

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 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.organization. ​

Good Standing. The At each Closing Date, the Representative shall have received on and as of the applicable 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 its jurisdiction their respective jurisdictions of organization and its 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 jurisdictionsjurisdictions or, for any such jurisdiction in which evidence of good standing may not be obtained from appropriate governmental authorities, in the form of an opinion of counsel licensed in the applicable jurisdiction.

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 its jurisdiction their respective jurisdictions of organization and its their good standing standing, if applicable, 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 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 standing, where such concept is applicable, of the Company and its subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 shall have received on and as of the day prior to the Closing Date or as of the Additional day prior to each Option Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization and its good standing Material Subsidiaries in such other their respective jurisdictions as the Representative may reasonably requestof organization, 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 or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its Subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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 any Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and the Guarantors in its jurisdiction their respective jurisdictions of organization and its 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 in its jurisdiction jurisdictions of organization and 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 Representative[s] 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 good standing in such other jurisdictions as the Representative Representative[s] 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 Optional Closing Date, as the case may be, satisfactory evidence of the good standing (to the extent such concept or a similar concept exists under local laws) of the Company and its subsidiaries in its jurisdiction their respective jurisdictions of organization and its 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.