Common use of Incorporation and Good Standing Clause in Contracts

Incorporation and Good Standing. Each of the Company and each subsidiary of the Company which is a significant subsidiary as defined in Rule 1-02 of Regulation S-X under the Securities Act (each a “Significant Subsidiary”); (i) has been duly incorporated or formed, as applicable, (ii) is validly existing as a corporation, limited partnership, limited liability company or other business entity, as applicable, (iii) is in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and (iv) has corporate, limited partnership, limited liability company or other business entity, as applicable, power and authority to own, lease and operate its properties and to conduct its business, as described in the Pricing Disclosure Package and the Prospectus, except, in each case (other than with respect to the valid existence of the Company), to the extent as would not reasonably be expected to have a Material Adverse Effect. The Company has corporate power and authority to enter into and perform its obligations under this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”). Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each 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 where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Incorporation and Good Standing. Each of the Company and each subsidiary of the Company which is a significant subsidiary as defined in Rule 1-02 of Regulation S-X under the Securities Act (each a “Significant Subsidiary”); (i) has been duly incorporated or formed, as applicable, (ii) is validly existing as a corporation, limited partnership, limited liability company or other foreign business entity, as applicable, (iii) is in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and (iv) has corporate, limited partnership, limited liability company or other foreign business entity, as applicable, power and authority to own, lease and operate its properties and to conduct its business, business as described in the Pricing Disclosure Package and the Prospectus, except, in each case (other than with respect to the valid existence of the Company), to the extent as would not reasonably be expected to have a Material Adverse Effect. The Company has corporate power and authority to enter into and perform its obligations under this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”). Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each 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 where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Incorporation and Good Standing. Each of the Company and each subsidiary of the Company which is a significant subsidiary as defined in Rule 1-02 of Regulation S-X under the Securities Act (each a “Significant Subsidiary”); (i) has been duly incorporated or formed, as applicable, (ii) is validly existing as a corporation, limited partnership, limited liability company or other business entity, as applicable, (iii) is in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and (iv) has corporate, limited partnership, limited liability company or other business entity, as applicable, power and authority to own, lease and operate its properties and to conduct its business, as described in the Pricing Disclosure Package and the Prospectus, except, in each case (other than with respect to the valid existence of the Company), to the extent as would not reasonably be expected to have a Material Adverse Effect. The Company has corporate power and authority to enter into and perform its obligations under this Agreement, the Securities and the Indenture Certificate of Designations (collectively, the “Transaction Documents”). Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each 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 where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Incorporation and Good Standing. Each of the Company and each subsidiary of the Company which is a significant subsidiary as defined in Rule 1-02 of Regulation S-X under the Securities Act (each a “Significant Subsidiary”); ): (i) has been duly incorporated or formed, as applicable, (ii) is validly existing as a corporation, limited partnership, limited liability company or other foreign business entity, as applicable, (iii) is in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and (iv) has corporate, limited partnership, limited liability company or other foreign business entity, as applicable, power and authority to own, lease and operate its properties and to conduct its business, business as described in the Pricing Disclosure Package and the Prospectus, except, in each case (other than with respect to the valid existence of the Company), to the extent as would not reasonably be expected to have a Material Adverse Effect. The Company has corporate power and authority to enter into and perform its obligations under this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”). Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each 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 where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Incorporation and Good Standing. Each of the Company and each subsidiary of the Company which is a significant subsidiary as defined in Rule 1-02 of Regulation S-X under the Securities Act (each a “Significant Subsidiary”); (i) has been duly incorporated or formed, as applicable, (ii) is validly existing as a corporation, limited partnership, limited liability company or other foreign business entity, as applicable, (iii) is in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and (iv) has corporate, limited partnership, limited liability company or other foreign business entity, as applicable, power and authority to own, lease and operate its properties and to conduct its business, business as described in the Pricing Disclosure Package and the Prospectus, except, in each case (other than with respect to the valid existence of the Company), to the extent as would not reasonably be expected to have a Material Adverse Effect. The Company has corporate power and authority to enter into and perform its obligations under this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”). Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each 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 where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Incorporation and Good Standing. Each of the Company Issuer and each subsidiary of the Company which is a Issuer’s significant subsidiary subsidiaries (as defined in Rule 1-02 02(w) of Regulation S-X under X) as of May 5, 2024 (collectively, the Securities Act (each a “Significant SubsidiarySubsidiaries”); (i) has been duly incorporated or formed, as applicable, (ii) and is validly existing as a corporation, limited partnership, exempted company or exempted limited partnership or limited liability company or other business entitycompany, as applicable, (iii) is in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and (iv) has corporate, limited partnership, partnership or limited liability company or other business entitycompany, as applicable, power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business, business as described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, exceptProspectus and, in each the case (other than with respect to the valid existence of the Company)Issuer, to the extent as would not reasonably be expected to have a Material Adverse Effect. The Company has corporate power and authority to enter into and perform its obligations under this Agreementeach of the Transaction Documents to which it is a party, except where the Securities and failure of a Significant Subsidiary (other than the Indenture (collectively, the “Transaction Documents”)Issuer) to be in good standing would not reasonably be expected to result in a Material Adverse Change. Each of the Company Issuer and each its Significant Subsidiary Subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each 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 where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange.