Common use of Due Organization and Qualification Clause in Contracts

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower and each Subsidiary is qualified and licensed to do business in any other jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, qualified except where the failure to do so could not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower State and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could qualify would not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do be so could qualified would not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it failure to be so qualified, except where the failure to do so qualified could not reasonably be expected to have result in a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its the state or other jurisdiction of incorporation; the Borrower in which it is incorporated and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could would not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Each Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its the jurisdiction of incorporation; the Borrower in which it is incorporated and each Subsidiary is qualified and licensed to do business in any other jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could would not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which -------------------------------------------------------------------------------- Imperial Bank - Loan Page 7 and Security Agreement the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could would not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a ---------------------------------- corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in, and is in good standing in, any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where to the extent that failure to do so could qualify would not reasonably be expected to have a Material Adverse Effect on the Borrower’s business. ACTIVEUS 188979588v.10.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so qualify could not reasonably be expected to have result in a Material Adverse Effect material adverse effect on Borrower’s business. ACTIVEUS 188979588v.10business or operations.

Due Organization and Qualification. The Each Borrower and each Subsidiary is a corporation (or limited liability company) duly existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower respective Organizational Jurisdiction and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could would not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where to the extent that failure to do so qualify could not reasonably be expected to have a Material Adverse Effect material adverse effect on the Borrower’s business. ACTIVEUS 188979588v.10's and its Subsidiaries' business taken as a whole.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the for states as to which any failure to do so qualify could not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Each Borrower and each Subsidiary is a corporation an entity duly existing and in good standing under the laws of its the jurisdiction of incorporation; the Borrower in which it is organized and each Subsidiary is qualified and licensed to do business in any province, territory, state or other jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in, and is in good standing in, any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where unless the failure to do so qualify or be licensed could not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation corporation, limited liability company, partnership or other entity (i) duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation or organization and each Subsidiary is qualified and (ii) licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except in each case under this clause (ii) (other than with respect to Borrowers) where the a failure to do so could not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of the state of its jurisdiction of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could would not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, qualified except where the failure to do be so qualified could not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could would not reasonably be expected to have cause a Material Adverse Effect on Effect. Borrower’s business. ACTIVEUS 188979588v.10exact legal name is as set forth in the first paragraph of this Agreement.

Due Organization and Qualification. The Each Borrower and each ---------------------------------- Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in, and is in good standing in, any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the any such failure to do so could would not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any state or other jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect material adverse effect on Borrower’s business. ACTIVEUS 188979588v.10.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, qualified except where the failure to do so could qualify would not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in, and is in good standing in, any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower state or country in which it is incorporated and each Subsidiary is qualified and licensed to do business in any other jurisdiction state or country in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could would not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing corporation under the laws of its jurisdiction of incorporation; the Borrower state in which it is organized and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do be so could qualified or licensed would not reasonably be expected give rise to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower state or country, as applicable, in which it is incorporated and each Subsidiary is qualified and licensed to do business in any other jurisdiction state or country, as applicable, in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could would not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where for the failure to do so could not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Excluded Subsidiary.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a ---------------------------------- corporation or entity duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation or organization and each Subsidiary is qualified and licensed to do business in, and is in good standing in, any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could qualify would not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction state of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, qualified except where the failure to do be so qualified could not reasonably be expected to have a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its the state or jurisdiction of incorporation; the Borrower in which it is incorporated and each Subsidiary is qualified and licensed to do business in any other state or jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could would not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation (or limited liability company) duly existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower respective Organizational Jurisdiction and each Subsidiary is qualified and licensed to do business in any other jurisdiction state in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could would not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.

Due Organization and Qualification. The Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower incorporation and each Subsidiary is qualified and licensed to do business in any other jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where to the extent that a failure to do so qualify could not reasonably be expected to have cause a Material Adverse Effect on Borrower’s business. ACTIVEUS 188979588v.10Effect.