Common use of Organization, Qualifications and Corporate Power Clause in Contracts

Organization, Qualifications and Corporate Power. The Corporation and each of its Subsidiaries is duly incorporated or formed and validly existing and in good standing under the laws of its jurisdiction of formation and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensed or qualified would not have a material adverse effect on the business or assets of the Corporation or such Subsidiary, as applicable. The Corporation and each of its Subsidiaries has the corporate power and authority to own and hold its properties and to carry on its business as now conducted. The Corporation has the corporate power and authority to execute, deliver and perform its obligations under this Purchase Agreement and all other certificates, documents and instruments ancillary hereto (collectively, the “Ancillary Documents”) and to issue, sell and deliver each Note and the Conversion Securities.