Common use of Organization, Good Standing and Corporate Power Clause in Contracts

Organization, Good Standing and Corporate Power. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, with all requisite corporate power and authority to own its properties and to conduct its business as presently conducted. Seller is qualified to do business and is in good standing (or has active status) in each jurisdiction in which the failure to be so qualified is reasonably likely to have a Material Adverse Effect (as hereinafter defined). Seller has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including, without limitation, the issuance and sale of the Securities.

Organization, Good Standing and Corporate Power. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New YorkIllinois, with and has all requisite corporate power to own, operate and authority to own lease its properties and to conduct carry on its business as presently conductedbusiness. Seller is duly licensed, qualified to do business and is in good standing (or has active status) in each jurisdiction in which jurisdiction, domestic and foreign, where the failure to be so licensed or qualified is reasonably likely to would have a Material Adverse Effect (as hereinafter defined). Seller has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunderEffect, including, without limitation, the issuance and sale of the Securitieswhich jurisdictions are set forth in Schedule 3.1.