Common use of Organization; Qualification; Good Standing Clause in Contracts

Organization; Qualification; Good Standing. (a) The Company and each of its Subsidiaries (i) are corporations duly incorporated, validly existing and in good standing under the laws of the state of their respective incorporation or organization, (ii) have the power and authority to own and operate their respective properties and assets and to transact their respective Businesses and (iii) are duly qualified and authorized to do business and are in good standing in all jurisdictions where the failure to be duly qualified, authorized and in good standing would have a Material Adverse Effect upon their respective Businesses, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise). Listed in the Disclosure Schedule is a true and complete list of all jurisdictions in which the Company or any of its Subsidiaries is qualified to do business.

Organization; Qualification; Good Standing. (a) The Company and each of its Subsidiaries (i) are corporations duly incorporated, incorporated and validly existing and in good standing under the laws of the state of their respective incorporation or organization, (ii) have the power and authority to own and operate their respective properties and assets and to transact their respective Businesses and (iii) except as set forth on the Disclosure Schedule, are duly qualified and authorized to do business and are in good standing in all jurisdictions where the failure to be duly qualified, authorized and in good standing would have a Material Adverse Effect upon their respective Businesses, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise). Listed in the Disclosure Schedule is a true and complete list of all jurisdictions in which the Company or any of its Subsidiaries is qualified to do business.