Common use of Due Organization; Power and Good Standing Clause in Contracts

Due Organization; Power and Good Standing. Each Alter Entity that is an entity is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. Each Alter Entity that is an entity has all requisite power and authority, and Alter has the legal capacity, power and authority, to enter into this Agreement and the Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder. Each Alter Entity that is an entity is qualified to do business and is in good standing as a foreign corporation, partnership or other entity, as applicable, in all jurisdictions in which it conducts its business, except where the failure to be so qualified would not, individually or in the aggregate, materially adversely affect its ability to perform its obligations hereunder or under the Implementing Agreements to which it is a party. Alter is not married as of the date of this Agreement and agrees that if he becomes married prior 33 29 to the Closing Date, his spouse shall execute and deliver an acknowledgment to the other parties hereto to the effect of the consent set forth in Section 9.14.

Due Organization; Power and Good Standing. Each Alter Entity that is an entity is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. Each Alter Entity that is an entity has all requisite power and authority, and Alter has the legal capacity, power and authority, to enter into this Agreement and the Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder. Each Alter Entity that is an entity is qualified to do business and is in good standing as a foreign corporation, partnership or other entity, as applicable, in all jurisdictions in which it conducts its business, except where the failure to be so qualified would not, individually or in the aggregate, materially adversely affect its ability to perform its obligations hereunder or under the Implementing Agreements to which it is a party. Alter is not married as of the date of this Agreement and agrees that if he becomes married prior 33 29 to the Closing Date, his spouse shall execute and deliver an acknowledgment to the other parties hereto to the effect of the consent set forth in Section 9.14.