Common use of Due Organization and Qualification Clause in Contracts

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation an entity duly existing and in good standing under the laws of its state of incorporation the jurisdiction in which it is organized and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its the state of incorporation in which it is organized and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its the state of incorporation in which it is incorporated and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except for states as to which any failure to so qualify would not have a Material Adverse Effect.

Due Organization and Qualification. Each Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary ---------------------------------- is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to be so qualified or licensed could not reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.to

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except to the extent that failure to so qualify would not have a Material Adverse Effect on the Borrower.

Due Organization and Qualification. Each Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified and where failure to so qualify could reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Each Borrower and each Subsidiary is a corporation, limited liability corporation or limited partnership duly existing and in good standing under the laws of its state of incorporation organization and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except for those jurisdictions where the failure to be so qualified or licensed individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary ---------------------------------- is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except for states as to which any failure to so qualify would not have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business.

Due Organization and Qualification. Borrower and each Subsidiary is a ---------------------------------- corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where failure to so qualify would not have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified or in which the failure of Borrower or any of its Subsidiaries to be so qualified could reasonably be expected to have a material adverse effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state jurisdiction of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of the jurisdiction of its state of incorporation organization and qualified and licensed to do business in, and is in good standing in, any state jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state jurisdiction of incorporation organization and qualified and licensed to do business in, and is in good standing in, any state other jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified and where the failure to be so qualified would reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Each of Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation the jurisdiction in which it is organized and qualified and licensed to do business in, and is in good standing in, any state or Canadian province in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation the Borrower State and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified and where the failure to so qualify could result in a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of the jurisdiction of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where a failure to be so qualified would not have a Material Adverse Effect.

Due Organization and Qualification. Each of Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation corporation, limited liability company, partnership or other entity duly existing and in good standing under the laws of its state of incorporation or organization and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each ---------------------------------- Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to be so qualified or licensed could not be expected to result in a Material Adverse Effect on Borrower.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be failure to do so qualifiedwould have a Material Adverse Effect. The Borrower has no Subsidiaries.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it failure to be so qualifiedqualified or licensed would have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be failure to so qualifiedqualify would have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation an entity, duly existing and in good standing under the laws of its state of incorporation the jurisdiction in which it is organized and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state jurisdiction of incorporation organization and qualified and licensed to do business in, and is in good standing in, any state other jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state jurisdiction of incorporation incorporation; the Borrower and each Subsidiary is qualified and licensed to do business in, and is in good standing in, any state other jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified., except where the failure to do so could not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Effect.

Due Organization and Qualification. Each Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified., except where a failure to be so qualified could not have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary ---------------------------------- is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to so qualify or be licensed would not result in a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state or province of incorporation and qualified and licensed to do business in, and is in good standing in, any state jurisdiction in which the conduct of its business or its ownership of property requires that it failure to be so qualifiedqualified or licensed could reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Except as disclosed on the Schedule, Borrower and each Subsidiary is a corporation or other organization duly existing and in good standing under the laws of its state of incorporation formation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Each Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its the state of incorporation in which it is incorporated and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation company duly existing and in good standing under the laws of its state of incorporation formation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each ---------------------------------- Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly and validly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except for states as to which any failure to so qualify would not have a Material Adverse Effect, Borrower and each Subsidiary have the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing corporation under the laws of its the state of incorporation in which it is organized and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary of Borrower is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except for any failure to so qualify or be licensed or be in such good standing which is not reasonably likely to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state jurisdiction of incorporation and qualified and licensed to do business in, and is in good standing in, any state jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its the state of incorporation in which it is incorporated and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its the state of incorporation or country, as applicable, in which it is incorporated and qualified and licensed to do business in, and is in good standing in, any state or country, as applicable, in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect. Borrower’s exact legal name is as set forth in the first paragraph of this Agreement.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state jurisdiction of incorporation and qualified and licensed to do business in, and is in good standing in, any state jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where failure to be so qualified or licensed would not give rise to a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a ---------------------------------- corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except to the extent that failure to so qualify would not have a Material Adverse Effect on the Borrower.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified except where the failure to be so qualified and licensed will not have a Material Adverse Effect.

Due Organization and Qualification. Each Borrower and each Subsidiary is a corporation corporation, limited liability company or limited partnership duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property property, requires that it be so qualifiedqualified and where failure to so qualify, could have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified except where the failure to so qualify would not have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation organization and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not have a Material Adverse Effect.

Due Organization and Qualification. Such Borrower and each Subsidiary of such Borrower is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where a failure to be so qualified could not have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a ---------------------------------- corporation or entity duly existing and in good standing under the laws of its state of incorporation or organization and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to so qualify would not have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation or limited liability company, duly existing and in good standing under the laws of its state of incorporation organization and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified. Simione Central, Inc. and Script Systems, Inc. are inactive corporatixxx xxxt do not have any employees, assets, contract rights, other property or obligations.

Due Organization and Qualification. Borrower and each Subsidiary of Borrower is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except for states as to which failure to so qualify would not have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified (except for states as to which any failure so to qualify would not have a Material Adverse Effect).

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Each Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of the jurisdiction of its state of incorporation incorporation, and is qualified and licensed to do business in, and is in good standing in, any state each jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it failure to so qualify would be so qualifieda Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation or a registered organization, and each being qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Such Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state or jurisdiction of incorporation organization and qualified and licensed to do business in, and is in good standing in, any state or country in which the conduct of its business or its ownership of property requires that it be so qualified, except for states or countries as which any failure to so qualify would not have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified except for states as to which any failure so to qualify would not have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its the state of incorporation in which it is incorporated and each is qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualifiedqualified and where the failure to be qualified could reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly duty existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary ---------------------------------- is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where a failure to be so qualified could not have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation incorporations and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires require that it be so qualified.

Due Organization and Qualification. Each Borrower and each ---------------------------------- Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except where any such failure would not reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires required that it be so qualifiedqualified except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state jurisdiction of incorporation and qualified and licensed to do business in, and is in good standing in, any state jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except for the Excluded Subsidiary.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which -------------------------------------------------------------------------------- Imperial Bank - Loan Page 7 and Security Agreement the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state jurisdiction of incorporation or formation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is ---- ---------------------------------- a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation company, duly existing and in good standing under the laws of its state jurisdiction of incorporation or formation, as applicable, and qualified and licensed to do business in, and is in good standing in, any state jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it failure to be so qualifiedqualified could reasonably be expected to result in a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, the failure of which to qualify is reasonably likely to have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, except for states as to which failure to so qualify would not have a Material Adverse Effect.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified, other than in such states where the failure to do so would not have a material adverse effect on the Borrower and each Subsidiary.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state or country of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

Due Organization and Qualification. Borrower and each Subsidiary is a corporation are corporations duly existing and in good standing under the laws of its state their respective states of incorporation and are qualified and licensed to do business in, and is are in good standing in, any state in which the conduct of its business their businesses or its their ownership of property requires that it they be so qualified.