Common use of Organization and Qualifications Clause in Contracts

Organization and Qualifications. TNCL is duly registered and validly existing under the Corporations Act. NPAL is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of TNCL and NPAL has the requisite power and authority and all governmental permits, approvals and other authorizations necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or, if applicable, in good standing, or to have such power, authority and governmental permits, approvals and other authorizations, would not, individually or in the aggregate, have a material adverse effect on (i) the business, assets, financial or other condition, or results of operations of TNCL and the Subsidiaries of TNCL (the "TNCL Subsidiaries"), taken as a whole, or (ii) the ability of TNCL or NPAL to consummate the Merger (in either case, a "TNCL Material Adverse Effect").

Organization and Qualifications. TNCL is duly registered and validly existing under the Corporations ActLaw. NPAL is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of TNCL and NPAL has the requisite power and authority and all governmental permits, approvals and other authorizations necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or, if applicable, in good standing, or to have such power, authority and governmental permits, approvals and other authorizations, would not, individually or in the aggregate, have a material adverse effect on (i) the business, assets, financial or other condition, or results of operations of TNCL and the Subsidiaries of TNCL (the "TNCL Subsidiaries"), taken as a whole, or (ii) the ability of TNCL or NPAL to consummate the Merger Transactions (in either caseeach, a "TNCL Material Adverse Effect").