Common use of Organisation and Qualification Clause in Contracts

Organisation and Qualification. (a) The Company and each of its Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which its ownership of material property or the nature of its Business makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. (b) No resolution to alter the Constitution having a Material Adverse Effect has been passed or if passed will have a Material Adverse Effect. (c) None of the following has occurred in relation to the Company or any of its Subsidiaries: (i) no resolution for their winding up has been passed and no meeting of members or creditors has been convened for that purpose; (ii) no winding up application has been made to a court, and no event has occurred which would entitle any person to apply to a court to wind them up in insolvency; GEM Capital Commitment Agreement Reference: EYF Legal/70269901_1 (iii) no composition or arrangement has been entered into with any of their creditors; (iv) no demand has been received under section 459E of the Corporations Act or equivalent provision under any Applicable Corporate Laws; (v) no receiver or other controller (as that expression is defined in the Corporations Act) has been appointed to them or any of their material assets; (vi) none of the entities are externally administered bodies corporate (as that expression is defined in the Corporations Act); (vii) none of the entities are insolvent within the meaning in section 95A of the Corporations Act; (viii) no distress, execution or other similar order or process has been levied on any of their material property or assets; (ix) none of the entities has received from ASIC any notice or warning of possible cancellation of registration of the Company which cannot be rectified within seven Business days of receipt; and (x) no event has occurred which would entitle a person to take any proceeding or step the effect of which would result in the appointment of a receiver or receiver and manager, to the entity.

Organisation and Qualification. (a) The Company and each of its Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which its ownership of material property or the nature of its Business makes such qualification necessary, except to the extent that the failure to be so qualified necessary and without such qualification or be in good standing there would not have be a Company Material Adverse Effect. (b) No resolution to alter the Constitution having a Company Material Adverse Effect has been passed or if passed will have a Company Material Adverse Effect. (c) None of the following has occurred in relation to the Company or any of its Subsidiaries: (i) no resolution for their winding up has been passed and no meeting of members or creditors has been convened for that purpose; (ii) no winding up application has been made to a court, and no event has occurred which would entitle any person to apply to a court to wind them up in insolvency; GEM Capital Commitment Agreement Reference: EYF Legal/70269901_1; (iii) no composition or arrangement has been entered into with any of their creditors; (iv) no demand has been received under section 459E of the Corporations Act or equivalent provision under any Applicable Corporate LawsAct; (v) no receiver or other controller (as that expression is defined in the Corporations Act) has been appointed to them or any of their material assets; (vi) none of the entities are externally administered bodies corporate (as that expression is defined in the Corporations Act); (vii) none of the entities are insolvent within the meaning in section 95A of the Corporations Act; (viii) no distress, execution or other similar order or process has been levied on any of their material property or assets; (ixviii) none of the entities has received from ASIC the Australian Securities & Investments Commission any notice or warning of possible cancellation of registration of the Company which cannot be rectified within seven Business days Days of receipt; and (xix) no event has occurred which would entitle a person to take any proceeding or step the effect of which would result in the appointment of a receiver or receiver and manager, to the entity.