Common use of Incorporation and Good Standing of the Company and its Subsidiaries Clause in Contracts

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company has no significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act). The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of Delaware) where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries, if any, listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has and each of its subsidiaries have been duly incorporated organized and is are validly existing as a corporation and in good standing under the laws of the State their respective jurisdictions of Delaware and has corporate power and authority to ownorganization, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company has no significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act). The Company is are duly qualified as a foreign corporation to transact do business and is are in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the their respective ownership or leasing lease of property or the conduct of businesstheir respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except for such jurisdictions (other than the State of Delaware) where the failure to be so qualified or in good standing or have such power or authority would not reasonably be expectednot, individually or in the aggregate, to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a “Material Adverse Change”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries, if any, subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Nevada and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company has no does not have a significant subsidiaries subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act). The Company is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State jurisdiction of Delaware its formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State its jurisdiction of Delawareformation) where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries, if any, subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has and each of its subsidiaries have been duly incorporated organized and is are validly existing as a corporation and in good standing under the laws of the State their respective jurisdictions of Delaware and has corporate power and authority to ownorganization, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company has no significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act). The Company is are duly qualified as a foreign corporation to transact do business and is are in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the their respective ownership or leasing lease of property or the conduct of businesstheir respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except for such jurisdictions (other than the State of Delaware) where the failure to be so qualified or in good standing or have such power or authority would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a “Material Adverse ChangeEffect”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries, if any, subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company has no does not have any significant subsidiaries subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act). The Company is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of Delaware Illinois and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of Delaware) where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries, if any, subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State Commonwealth of Delaware Massachusetts and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company has no does not have any significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act). The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of Delaware) where the failure to so qualify or to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries, if any, subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year or transition period, as applicable, and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal yearyear or transition period, as applicable.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its Subsidiaries (as defined below) has been duly incorporated and organized, is validly existing and in good standing (where such concept is applicable) as a corporation in good standing or other business entity under the laws of the State its jurisdiction of Delaware organization and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company has no significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act). The Company is duly qualified to do business and in good standing (where such concept is applicable) as a foreign corporation to transact or other business and is entity in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the its ownership or leasing lease of property or the conduct of businessits businesses requires such qualification, except for such jurisdictions (other than the State of Delaware) where the failure to be so qualified or in good standing would not reasonably be expectedcould not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, shareholders’ equity, properties, business or prospects of the Company and its Subsidiaries taken as a whole (a “Material Adverse ChangeEffect”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries, if any, subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has and each of its subsidiaries have been duly incorporated or organized, as the case may be, and is are validly existing as a corporation and in good standing under the laws of their respective jurisdictions of organization (to the State of Delaware and has corporate power and authority to ownextent such concepts are applicable in such jurisdictions), lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company has no significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act). The Company is are duly qualified as a foreign corporation to transact do business and is are in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the their respective ownership or leasing lease of property or the conduct of businesstheir respective businesses requires such qualification (to the extent such concepts are applicable in such jurisdictions), and have all power and authority (corporate or other) necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except for such jurisdictions (other than the State of Delaware) where the failure to be so qualified or in good standing or have such power or authority would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a “Material Adverse ChangeEffect”). The Company does not own or control, directly or indirectly, any subsidiary, corporation, association or other entity other than the subsidiaries, if any, subsidiaries listed in Exhibit 21.1 8.1 to the Company’s Annual Report on Form 1020-K for F. The subsidiaries listed in Exhibit 8.1 to the most recently ended fiscal year and other than (i) those Company’s Annual Report on Form 20-F are the only significant subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal yearCompany.