Common use of Corporate Existence and Standing Clause in Contracts

Corporate Existence and Standing. The Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized has all requisite authority to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure so to be so qualified or authorized could not reasonably be expected to qualify would have a Material Adverse Effectmaterial adverse effect on the business, properties, assets, operations or condition (financial or otherwise) of the Borrower.

Corporate Existence and Standing. The Borrower and each Material --------------------------------- Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Each of the Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effectconducted.

Corporate Existence and Standing. The Each of the Borrower and each Material -------------------------------- Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted conducted, except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Each of the Borrower and -------------------------------- each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted conducted, except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect. As of the date of this Agreement, the Subsidiary Borrower is a Wholly-Owned Subsidiary of the Borrower.

Corporate Existence and Standing. The Each of the Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted conducted, except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Each of the Borrower and each Material Significant Subsidiary is a corporation duly incorporated, validly existing and in good standing (if applicable) under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing (if applicable) as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where and in which the failure to be so qualified or authorized could not may reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Borrower and and, effective as of the time Merger Sub becomes the “Borrower” hereunder, each Material Subsidiary Subsidiary, is each a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Each of the Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation incorporation, has the power and authority to own its properties and assets, and to carry on its business as presently conducted, and is duly qualified and in good standing to conduct business as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business such qualification is conducted or proposed to be conducted required, except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Each of the Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its material business is conducted or proposed to be conducted except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effectconducted.

Corporate Existence and Standing. The Each of the Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized has all requisite authority to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure so to be so qualified or authorized could not reasonably be expected to qualify would have a Share Purchase Agreement Material Adverse Effect.

Corporate Existence and Standing. The Each of the Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to be so qualified or authorized could may not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Each of the Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified or licensed and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted conducted, except where the failure to be so qualified qualified, licensed or authorized could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Each of the Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted conducted, except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.not

Corporate Existence and Standing. The Borrower and each Material ----------------------------------- Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Each of the Borrower and each Material -------------------------------- Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized has all requisite authority to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted conducted, except where the failure to be so qualified or authorized could in good standing would not reasonably be expected to have result in a Material Adverse Effect.

Corporate Existence and Standing. The Each of the Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Each of the Borrower -------------------------------- and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing to conduct business as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business such qualification is conducted or proposed to be conducted required, except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Standing. The Borrower and each Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted conducted, except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.