Common use of Existence, Qualification and Power Clause in Contracts

Existence, Qualification and Power. Each of the Borrower and its Restricted Subsidiaries (a) (i) is duly organized or formed and validly existing and (ii) is in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified, licensed, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses (a)(ii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party, and each of the Borrower and its Restricted Subsidiaries Subsidiaries, (a) (i) is duly organized or formed and formed, validly existing and (ii) is and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the transactions contemplated by the Loan Documents, and (c) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses clause (a)(iia) (solely with respect to any Person that is not a Loan Party), clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Borrower Loan Party and its each Restricted Subsidiaries Subsidiary thereof (a) (i) is duly organized or formed and formed, validly existing and (ii) is and, as applicable, in good standing or the equivalent thereof (to the extent applicable) under the Laws of the jurisdiction of its incorporation incorporation, organization or organization, if such legal concept is applicable in such jurisdictionformation, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing or the equivalent thereof (to the extent good standing is an applicable legal concept in the relevant jurisdiction), applicable) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses clause (a)(iia) (solely with respect to a Restricted Subsidiary that is not a Loan Party), clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each of the Borrower and its Restricted Subsidiaries (a) (i) is duly organized or formed and formed, validly existing and (ii) is and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the transactions contemplated by the Loan Documents, and (c) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses clause (a)(ii), a) (solely with respect to any Person that is not a Loan Party) or clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Borrower Borrowers and its their Restricted Subsidiaries (a) (i) is duly organized or formed and validly existing and (ii) is in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified, licensed, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses (a)(ii), (b)(i) or (c), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Borrower Loan Party and its each Restricted Subsidiaries Subsidiary (a) (i) is a corporation, partnership, unlimited liability company or limited liability company duly organized or formed and formed, validly existing and (ii) is in good standing under the Laws of the jurisdiction of its incorporation incorporation, organization or organization, if such legal concept is applicable in such jurisdictionformation, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business as is now being conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party and to consummate the Transactions to which it is a party, and (c) is duly qualified, licensed, qualified and is licensed and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses clause (a)(iib)(i), (b)(i) or (c), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Loan Party is (a) an Affected Financial Institution or (b) a Covered Entity (as defined in Section 11.21(b)).

Existence, Qualification and Power. Each of the Borrower Loan Party and its each Restricted Subsidiaries Subsidiary thereof (a) (i) is duly organized or formed and formed, validly existing and (ii) is and, as applicable, in good standing or the equivalent thereof (to the extent applicable) under the Laws of the jurisdiction of its incorporation incorporation, organization or organization, if such legal concept is applicable in such jurisdictionformation, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing or the equivalent thereof (to the extent good standing is an applicable legal concept in the relevant jurisdiction), applicable) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses (a)(ii), clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Borrower and its Restricted Subsidiaries (a) Each Loan Party (i) is duly organized organized, formed or formed and incorporated, validly existing and (ii) is and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, and (bii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party. (b) The Parent and each Subsidiary (i) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to own or lease its assets and carry on its business and (cii) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses clause (a)(ii), (b)(ii) or (cii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party, and each of the Borrower and its Restricted Subsidiaries Subsidiaries, (a) (i) is duly organized or formed and formed, validly existing and (ii) is and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the transactions contemplated by the Loan Documents, and (c) is duly qualifiedqualified and, licensedas applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification; except in each case referred to in clauses clause (a)(iia) (solely with respect to any Person that is not a Loan Party), clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Borrower Loan Party and its Restricted Subsidiaries (a) each Subsidiary thereof: (i) is a corporation, limited liability company, partnership or limited partnership, duly incorporated, organized or formed and formed, validly existing and (ii) is and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation incorporation, organization or organization, if such legal concept is applicable in such jurisdiction, formation; (bii) has all requisite power and authority and all requisite governmental licenses, permits, authorizations, consents and approvals to (i1) own or lease its assets and carry on its business as currently conducted or as proposed to be conducted and (ii2) execute, deliver and perform its obligations under the Loan Note Documents to which it is a party, ; and (ciii) is duly qualifiedqualified and is licensed and, licensedwhere applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses clause (a)(ii), (b)(iii)(1) or (ciii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectChange.

Existence, Qualification and Power. Each of the Borrower and its Restricted Subsidiaries Loan Party (a) (i) is a corporation, partnership or limited liability company duly organized or formed and formed, validly existing and (iito the extent the concept of good standing exists in such jurisdiction) is in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified, licensed, qualified and in good standing is licensed and (to the extent the concept of good standing is an applicable legal concept exists in the relevant such jurisdiction), ) in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses (a)(ii), clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Borrower Loan Party and its Restricted Subsidiaries each other Material Subsidiary (a) (i) is duly organized or formed and formed, validly existing and (ii) is and, as applicable, in good standing or the equivalent thereof (to the extent applicable) under the Laws of the jurisdiction of its incorporation incorporation, organization or organization, if such legal concept is applicable in such jurisdictionformation, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing or the equivalent thereof (to the extent good standing is an applicable legal concept in the relevant jurisdiction), applicable) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licenselicense and (d) is in compliance with all Laws; except in each case referred to in clauses clause (a)(iib)(i), (b)(ic) or (cd), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Borrower Loan Party and its Restricted Subsidiaries each Subsidiary thereof (a) (i) is a corporation, limited liability company, unlimited liability company, partnership or limited partnership, duly incorporated, organized or formed and formed, validly existing and (ii) is and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or incorporation, organization, if such legal concept is applicable in such jurisdiction, or formation (b) has all requisite power and authority and all requisite governmental licenses, permits, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualifiedqualified and is licensed and, licensedwhere applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses (a)(ii), clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each of the Borrower and its Restricted Subsidiaries (a) (i) is duly organized organized, incorporated or formed and formed, validly existing and (iiwhere such concept exists in the case of Non-U.S. Subsidiaries) is in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite Permits, governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party and to consummate the Transactions to which it is a party, and (c) is duly qualified, licensed, qualified and is licensed and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses (a)(ii), clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Such Borrower and each of its Restricted Material Subsidiaries (a) (i) is duly organized or formed and formed, validly existing and (ii) is and, as applicable, in good standing (to the extent such concept is applicable) under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (bii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals from all Governmental Authorities to (iA) own or lease its assets and carry on its business and (iiB) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (ciii) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; , except in each case referred to in clauses clause (a)(iii) (other than with respect to the existence of the Borrowers), (b)(iii)(A) or (ciii), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each McAfee and each of the Borrower and its Restricted Subsidiaries (a) (i) is duly organized or formed and or incorporated, validly existing and (ii) is and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of each Loan Party, execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case cases referred to in clauses (a)(ii1) clause (a), with respect to the good standing of Subsidiaries that are not Loan Parties, (2) clause (b)(i) or (3) clause (c), each to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Borrower Loan Party and its each Restricted Subsidiaries Subsidiary (a) (i) is a corporation, partnership or limited liability company duly organized or formed and formed, validly existing and (ii) is in good standing under the Laws of the jurisdiction of its incorporation incorporation, organization or organization, if such legal concept is applicable in such jurisdictionformation, (b) has all requisite corporate or other organizational power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business as is now being conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party and to consummate the Transactions to which it is a party, and (c) is duly qualified, licensed, qualified and is licensed and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses clause (a)(iib)(i), (b)(i) or (c), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. No Loan Party is a credit 59

Existence, Qualification and Power. Each Loan Party and each of the Borrower and its Restricted Subsidiaries (a) (i) is duly organized or formed and formed, validly existing and (ii) is and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business as now conducted, and as proposed to be conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transaction, and (c) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses clause (a)(ii)a) as to Subsidiaries, (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Borrower and its Restricted Subsidiaries (a) Loan Party is (i) is duly organized or formed and validly existing and (ii) is in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable except, in such jurisdictionthe case of this clause (ii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. (ba) Each Loan Party has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transactions, and (c) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction)standing, under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except except, in each the case referred to in of clauses (a)(ii), i) and (b)(i) or (ciii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Borrower Loan Party, which is a party hereto, and its Restricted Subsidiaries each Subsidiary thereof (a) (i) is duly organized or formed and formed, validly existing and (ii) is and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, execute and deliver this Consent and perform its obligations under this Consent and the Loan Documents to which it is a party, party and (c) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses (a)(ii), clause (b)(i) or (c), and in respect of Subsidiaries that are not Loan Parties, to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Borrower Loan Party and its Restricted Subsidiaries each other Material Subsidiary (a) (i) is duly organized or formed and formed, validly existing and (ii) is and, as applicable, in good standing or the equivalent thereof (to the extent applicable) under the Laws of the jurisdiction of its incorporation incorporation, organization or organization, if such legal concept is applicable in such jurisdictionformation, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its 76 obligations under the Loan Documents to which it is a party, and (c) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing or the equivalent thereof (to the extent good standing is an applicable legal concept in the relevant jurisdiction), applicable) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licenselicense and (d) is in compliance with all Laws; except in each case referred to in clauses clause (a)(iib)(i), (b)(ic) or (cd), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each of the Borrower and its Restricted Subsidiaries (a) (i) is duly organized or formed and formed, validly existing and (ii) is and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business as now conducted and as proposed to be conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transaction, and (c) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses clause (a)(ii)a) as to Subsidiaries, (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Borrower and its Restricted Subsidiaries (a) Loan Party (i) is duly organized or formed and organized, validly existing and (ii) is and, as applicable, in good standing (to the extent such or similar qualification exists in the future in its respective jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (bii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (ix) own or lease its assets and carry on its business as it is currently being conducted and (iiy) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (ciii) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing (to the extent good standing is an applicable legal concept such or similar qualification exists in the relevant future in its respective jurisdiction), ) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses clause (a)(ii), (b)(iii)(x) or (ciii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each of the Borrower and its Restricted Subsidiaries (a) (i) is duly organized or formed and formed, validly existing and (ii) is and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable except for Nuestra Familia Medical Group, Inc. which shall be back in such jurisdictiongood standing on or before June 15, 2007, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and Related Documents to which it is a partyparty and consummate the Transaction, and (c) is duly qualifiedqualified and is licensed and, licensedas applicable, and in good standing (to the extent good standing is an applicable legal concept in the relevant jurisdiction), under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clauses (a)(ii), clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.