Common use of Organisation and Standing Clause in Contracts

Organisation and Standing. (i) The Customer is a limited liability company duly organised or incorporated and validly existing and, if relevant, in good standing under the laws of the State of Delaware and possesses all franchises, licenses, permits, authorisations and approvals necessary to enable it to use its company name and to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted and as proposed to be conducted except for such franchises, licenses, permits, authorisations and approvals the failure of which to obtain could not, individually or in the aggregate, have a Material Adverse Effect on it. The Customer is in compliance in all material respects with all terms and conditions of such franchises, licenses, permits, authorisations and approvals. (ii) The Customer is duly qualified to do business as a limited liability company, in each jurisdiction in which the nature of its business or the ownership, leasing or holding of its properties or assets requires qualification except for such jurisdictions where the failure to be so qualified could not, individually or in the aggregate, have a Material Adverse Effect on it.