Common use of Due Incorporation and Valid Existence Clause in Contracts

Due Incorporation and Valid Existence. Except as described in the Final Prospectus, each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has full power and authority (corporate and other) to own or lease its properties and conduct its business as described in the Final Prospectus, except where the failure of a subsidiary to be so duly incorporated, validly exist in good standing or have full power and authority would not have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”); and the Company and each of its subsidiaries is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to do so would not have a Material Adverse Effect.

Due Incorporation and Valid Existence. Except as described in the Final Prospectus, each Each of the Company and its subsidiaries Principal Subsidiaries as set forth in Schedule IV has been duly incorporated and incorporated, is validly existing as a corporation in good standing under the laws of its the jurisdiction of incorporation and its incorporation, has full the corporate power and authority (corporate and other) to own or lease its properties property and to conduct its business as described in the Final Time of Sale Prospectus and the Prospectus, except where to the extent that the failure of a subsidiary to be so duly incorporated, validly exist existing or qualified or be in good standing or have full power and authority would not have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”); and the Company and each of its subsidiaries is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualificationqualifications, except where the failure to do so would not have a Material Adverse Effect.

Due Incorporation and Valid Existence. Except as described in the Final Prospectus, each Each of the Company and its subsidiaries Principal Subsidiaries as set forth in Schedule III has been duly incorporated and incorporated, is validly existing as a corporation in good standing under the laws of its the jurisdiction of incorporation and its incorporation, has full the corporate power and authority (corporate and other) to own or lease its properties property and to conduct its business as described in the Final Time of Sale Prospectus and the Prospectus, except where to the extent that the failure of a subsidiary to be so duly incorporated, validly exist existing or qualified or be in good standing or have full power and authority would not have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”); and the Company and each of its subsidiaries is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualificationqualifications, except where the failure to do so would not have a Material Adverse Effect.