Common use of Good Standing Clause in Contracts

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 from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the such 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 from the appropriate governmental authorities 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 the Operating Partnership 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 reasonably 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 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 each of 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 reasonably satisfactory evidence of the good standing of the Company and its subsidiaries Partnership Entities 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 shall have received on and as of the such 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 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 from the appropriate governmental authorities Governmental Authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the each Closing Date reasonably satisfactory evidence of the good standing of the Company in its jurisdiction of incorporation and its subsidiaries in their respective jurisdictions of organization and their good standing as a foreign entities 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 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 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 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 shall have received on and as of the Closing Date reasonably 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 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 reasonably 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 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 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 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 (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 from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date reasonably or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its U.S. 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 shall have received on and as of the Closing Date reasonably 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 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 reasonably 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 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 reasonably 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 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 reasonably 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 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 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 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 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 in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as a foreign entities 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 Representatives shall have received on and as of the Closing Date reasonably 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 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 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 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 domestic 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 shall have received on and as of the Closing Date reasonably 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 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 each Closing Date reasonably 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 from the appropriate governmental authorities Governmental Authorities of such jurisdictions.

Good Standing. The Representative Representatives shall have received on and as of the Closing Date reasonably 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 entities entity 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 reasonably 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 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 reasonably satisfactory evidence of the good standing of the Company and its domestic 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 shall have received on and as of the Closing Date reasonably 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 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 jurisdictionstelecommunication.

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 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 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 Named 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 reasonably satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization organization, to the extent such jurisdictions have a concept of good standing, and their good standing as a foreign entities corporation 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 reasonably 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 may reasonably requestrequest at least five business days prior to the Closing Date, 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 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 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 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 shall have received on and as of the Closing Date reasonably 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 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 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 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 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 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 reasonably 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 entities 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 reasonably 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 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 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 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 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 reasonably 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 from the appropriate governmental authorities 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 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 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 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 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 in its subsidiaries in their respective jurisdictions jurisdiction 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 shall have received on and as of a recent day prior 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 as foreign entities 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 reasonably 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 from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the “launch” and Closing Date reasonably satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their good standing as foreign entities 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 reasonably 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 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 or valid existence, as applicable, 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 from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date reasonably 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 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 the Guarantor 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 reasonably 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 as foreign entities 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 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 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 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 (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 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 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 reasonably satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction 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 shall have received on and as of the Closing Date reasonably 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 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 reasonably 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 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 First Closing Date reasonably 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 from the appropriate governmental authorities 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 the Company’s “significant subsidiaries” (within the meaning of Rule 1-02(w) under Regulation S-X promulgated by the Commission) 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 reasonably 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 from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date reasonably 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 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 authority of such jurisdictionsjurisdiction. The Company will also provide the Representative, as soon as reasonably practicable, satisfactory evidence of the good standing of the Company as a foreign entity in such other jurisdictions as the Representative may reasonably request as of the Closing Date.

Good Standing. The Representative shall have received on and as of the Closing Date reasonably 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 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 shall have received on and as of 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 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 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 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 reasonably satisfactory evidence of the good standing of the Company and its subsidiaries 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 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 Company, the Parent and its their respective 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 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 jurisdiction 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 shall have received on and as of the Closing Date reasonably 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 shall have received on and as of the Closing Date reasonably 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 shall have received on the date hereof and as of the Closing Date reasonably 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 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 the Company 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 shall have received on and as of the Closing Date reasonably 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 a foreign entities 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 reasonably satisfactory evidence of the good standing of the Company Company, Macrovision, Gemstar 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 Commencement Date reasonably and the Settlement Date satisfactory evidence of the good standing of the Company Company, its significant subsidiaries 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 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 Funding, the Company and its subsidiaries the Insurance 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 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 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 existence or good standing of the Company and its subsidiaries the Guarantor 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 reasonably satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization incorporation and their good standing as foreign entities corporations 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 reasonably satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing as a foreign entities corporation 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 reasonably satisfactory evidence of the good standing of the Company and its subsidiaries Significant Subsidiaries and the Acquired Company and its Significant Subsidiaries in their respective jurisdictions of organization organization, to the extent such jurisdictions have a concept of good standing, and their good standing as a foreign entities corporation 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 Significant Subsidiaries that are organized in the United States 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 reasonably satisfactory evidence of the good standing (or equivalent as applicable) of the Company and its subsidiaries Subsidiaries in their respective jurisdictions of organization and their good standing (or equivalent as foreign entities 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 reasonably satisfactory evidence of the good standing of the Company Company, each Guarantor and its subsidiaries each other Significant 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 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 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 reasonably 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 as foreign entities 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 reasonably 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 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 reasonably 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 where they do business or are qualified as the Representative may reasonably request, in each case in writing or any standard form of telecommunication from request prior to the appropriate governmental authorities of such jurisdictionsClosing Date.

Good Standing. The Representative shall have received on and as of the Closing Date reasonably or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries subsidiaries, other than its foreign subsidiaries, in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions jurisdictions, other than foreign 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 and the Selling Stockholder (certified copy of Registration of the Company before the public registry of Commerce) 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 Governmental Authorities of such jurisdictions.

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

Good Standing. The Representative shall have received on and as of the Closing Date reasonably or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries the Principal 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 from the appropriate governmental authorities of such jurisdictions.

Good Standing. The Representative shall have received on and as of the Closing Date reasonably Date, satisfactory evidence of the good standing of the Company and its subsidiaries 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 from the appropriate governmental authorities of such jurisdictions.