Common use of Good Standing Clause in Contracts

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and incorporated, is validly existing as a corporation and is in good standing under the laws of its state country of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation company in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and organized, is validly existing as a corporation and is in good standing under the laws of its state country of incorporation, organization and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and organized, is validly existing as a corporation and is in good standing under the laws of its state of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business businesses requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state place of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state formation as of incorporationthe date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state the jurisdiction of incorporation, and . The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the CompanyCompany (a “Material Adverse Effect”).

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state country of incorporation, organization and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporationincorporation as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state jurisdiction of incorporation, and . The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Effect.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state the State of incorporationWashington as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state jurisdiction of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state jurisdiction of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assetsCompany, business its business, assets or operations of the Companyoperations.

Good Standing. The Company has been duly organized and organized, is validly existing as a corporation and is in good standing under the laws of its state jurisdiction of incorporation, organization and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of its the state of incorporationits organization as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporationorganization as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify be so qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the Company or its business, assets, business operations or operations of the Companyfinancial condition or results.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its the state of its incorporation, and . The Company is duly qualified to do business and is licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualificationqualification or licensing, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state the jurisdiction of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the CompanyCompany (a “Material Adverse Effect”).

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its the state of its incorporation, and . The Company is duly qualified to do business and is licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualificationqualification or licensing, except where the failure to qualify would not have a material adverse effect on the assetsfinancial position, prospects or value or the operation of the properties or the business or operations of the Company.

Good Standing. The Company has been duly organized and incorporated, is validly existing as a corporation and is in good standing under the laws of its state jurisdiction of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation company in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state the jurisdiction of incorporation, and . The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, business prospects, business, operations or operations properties of the CompanyCompany (a “Material Adverse Effect”).

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its the state of its incorporation, and . The Company is duly qualified to do business and is licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualificationqualification or licensing, except where the failure to qualify would not have a material adverse effect on the assets, business its properties or operations of the Companybusiness.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its the state of its incorporation, and . The Company is duly qualified to do business and is licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualificationqualification or licensing, except where the failure to qualify would not have a material adverse effect on the assets, financial position or value or the operation of the properties or the business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company...

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state jurisdiction of incorporation, and . The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company It is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has been duly organized the power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged and is validly existing duly qualified and authorized to do business as a foreign corporation and is in good standing under the laws of its state of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to so qualify would not could have a material adverse effect on the assetsits financial condition, business or operations of the Companyoperations.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state jurisdiction of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assetscondition (financial or otherwise), business prospects, earnings, business, or operations properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Good Standing. The Company has been duly organized and organized, is validly existing as a corporation and is in good standing under the laws of its state State of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state the jurisdiction of incorporation, and . The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, assets, business prospects, business, operations or operations properties of the CompanyCompany (a “Material Adverse Effect”).

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporationincorporation or organization, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state the New York as of incorporationthe date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state jurisdiction of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the Company, its assets, business business, operations or operations of the Companyfinancial condition or results.

Good Standing. The Company has been duly organized and is validly existing as a corporation company and is in good standing under the laws of its state jurisdiction of incorporationorganization, and is duly qualified to do business and is in good standing as a foreign corporation company in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company and each of its subsidiaries has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the jurisdiction of its state of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, and . The Company is duly qualified to do business and is licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualificationqualification or licensing, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assetsCompany. Maxim Group LLC _____________, business or operations 2005 Page 12 of the Company.44

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state jurisdiction of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify qualify, singularly or in the aggregate, would not have or reasonably expected to result in a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation company and is in good standing under the laws of its state the jurisdiction of incorporation, and . The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the CompanyCompany (a “Material Adverse Effect”).

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state jurisdiction of incorporation, and . The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the CompanyCompany (a “Material Adverse Effect”).

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporationincorporation as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to so qualify or to be in good standing would not have a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Effect.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, and . The Company is duly qualified to do business and is licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualificationqualification or licensing, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Effect.

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of its state the Province of incorporationOntario, and Canada, as of the date hereof. The Company is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify be so qualified or in good standing, individually or in the aggregate, would not have or reasonably be expected to result in a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its the state of its incorporation, and . The Company is duly qualified to do business and is licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualificationqualification or licensing, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Effect.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, and . The Company is duly qualified to do business and is licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualificationqualification or licensing, except where the failure to qualify would not have a material adverse effect on the assets, business its financial condition or operations results of the Companyoperations.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.conduct

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assetsCompany, business its business, assets or operations of the Companyoperations.

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing corporation, under the laws of its state jurisdiction of incorporationorganization, without debts to the Registrar of Companies as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is ------------- validly existing as a corporation and is in good standing under the laws of its the state of its incorporation, and . The Company is duly qualified to do business and is licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualificationqualification or licensing, except where the failure to qualify would not have a material adverse effect on the assetsfinancial position, prospects or value or the operation of the properties or the business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state the State of incorporationWashington as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its the state of its incorporation, and . The Company is duly qualified to do business and is licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.such

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of its the state of incorporationits organization as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Change.

Good Standing. The Company has been duly organized and is validly ------------- existing as a corporation and is in good standing under the laws of its the state of its incorporation, and . The Company is duly qualified to do business and is licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualificationqualification or licensing, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company and each subsidiary has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the Company or its subsidiaries or their business, assets, business operations or operations of the Companyfinancial condition or results.

Good Standing. The Company has been duly organized and is validly existing exists as a corporation and is in good standing under the laws of its the state of its incorporation, and . The Company is duly qualified to do business and is licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualificationqualification or licensing, except where the failure to qualify would not have a material adverse effect on the assets, financial position or value or the operation of the properties or the business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state jurisdiction of incorporationorganization, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business its businesses requires such qualification, except where the failure to qualify be so qualified or in good standing would not reasonably be expected to have a material adverse effect on Material Adverse Effect, and has all corporate power and authority necessary to own or hold its properties and to conduct the assetsbusinesses in which it is engaged, business or operations of and the CompanyCompany has the corporate power and authority to enter into and perform its obligations under this Agreement.

Good Standing. The Company has been duly organized and organized, is validly existing as a corporation and is in good standing under the laws of its state country of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of as of the date hereof, with all necessary corporate power and authority to own its state of incorporation, properties and conduct its business as described in the Prospectus and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify or be in good standing would not have a material adverse effect on the assets, business or operations of the CompanyMaterial Adverse Effect.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assetsCompany. Maxim Group, business or operations LLC ___________, 2005 Page 12 of the Company.44

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the 2005 Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, property, business or operations of the Company.