Common use of Incorporation and Standing Clause in Contracts

Incorporation and Standing. The Company is and at the Closing Date and at the Option Closing Date will be duly incorporated and validly existing in good standing as a corporation under state law with authorized and outstanding capital stock as set forth in the Registration Statement and the Prospectus and with full power and authority (corporate and other) to own its property and conduct its business, present and proposed, as described in the Registration Statement and Prospectus; the Company has full power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign corporation in each jurisdiction, if any, in which it owns or leases real property or transacts business requiring such qualification. All of the Company's subsidiaries, if any, are identified and described in the Registration Statement. Each of the Company's subsidiaries, if any, is and at the Closing Date and at the Option Closing Date will be duly incorporated and validly existing in good standing as a corporation under state law with authorized and outstanding capital stock as set forth in the Registration Statement and the Prospectus and with full power and authority (corporate and other) to own its property and conduct its business, present and proposed, as described in the Registration Statement and Prospectus, and is duly qualified and in good standing as a foreign corporation in each jurisdiction in which it owns or leases real property or transacts business requiring such qualification, except where the failure to so qualify would not be materially adverse to the Company's business taken as a whole.

Incorporation and Standing. The Company is and at the Closing -------------------------- Date and at the Option Closing Date will be duly incorporated and validly existing in good standing as a corporation under the state law of the Company's state of incorporation with authorized and outstanding capital stock as set forth in the Registration Statement and the Prospectus and with full power and authority (corporate and other) to own its property properties and conduct its business, present and proposed, as described in the Registration Statement and Prospectus; the Company has full power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign corporation in each jurisdiction, if any, jurisdiction in which it owns or leases real property or transacts business requiring such qualification. All of the Company's subsidiaries, if any, Subsidiaries are identified and described in the Registration Statement. Each of the Company's subsidiaries, if any, Subsidiaries is and at the Closing Date and at the Option Closing Date will be be, duly incorporated and validly existing in good standing as a corporation or limited liability company under the state law of their respective state of incorporation, formation or organization or, is validly existing as a corporation under the foreign law in which such Subsidiary was chartered, or otherwise formed or created, incorporated with authorized and outstanding capital stock as set forth in the Registration Statement and the Prospectus and with full power and authority (corporate and other) to own its property and conduct its business, present and proposed, as described in the Registration Statement and Prospectus, and is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction in which it owns or leases real property or transacts business requiring such qualification, except where the failure to so qualify would not be materially adverse to the Company's business taken as a whole.

Incorporation and Standing. The Company is and at the Closing Date and at the Option Closing Date will be duly incorporated and validly existing in good standing as a corporation under the state law of the Company's state of incorporation with authorized and outstanding capital stock as set forth in the Registration Statement and the Prospectus and with full power and authority (corporate and other) to own its property and conduct its business, present and proposed, as described in the Registration Statement and Prospectus; the Company has full power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign corporation in each jurisdiction, if any, jurisdiction in which it owns or leases real property or transacts business requiring such qualification. All of the Company's subsidiaries, if any, are identified and described in the Registration Statement. Each of the Company's subsidiaries, if any, is and at the Closing Date and at the Option Closing Date will be duly incorporated and validly existing in good standing as a corporation under the state law of their respective state of incorporation with authorized and outstanding capital stock as set forth in the Registration Statement and the Prospectus and with full power and authority (corporate and other) to own its property and conduct its business, present and proposed, as described in the Registration Statement and Prospectus, and is duly qualified and in good standing as a foreign corporation in each jurisdiction in which it owns or leases real property or transacts business requiring such qualification, except where the failure to so qualify would not be materially adverse to the Company's business taken as a whole.