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

Organization; Qualification; Good Standing. (a) The Seller (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation or organization, (ii) has the power and authority to own and operate its properties and assets and to transact the Business and (iii) is duly qualified and authorized to do business and is 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 the Seller's Business, 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 Seller is qualified to do business.

Organization; Qualification; Good Standing. (a) The Seller (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation or organization, (ii) has the power and authority to own and operate its properties and assets and to transact the Business and (iii) is duly qualified and authorized to do business and is 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 the Seller's Business, 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 Seller is qualified to do business.