Common use of Incorporation of the Company Clause in Contracts

Incorporation of the Company. The Company has been duly organized and is validly existing as a joint stock corporation with limited liability under the laws of Japan and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement, the Securities, the Indenture and any other documentation to be entered into by the Company in connection with the offering, purchase, sale, issuance or delivery of the Securities (such other documentation to be entered into by the Company, the “Transaction Documents”); no steps have been made for the winding up of the Company under the laws of Japan; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.