entity is duly qualified as a foreign entity authorized to do business and is in good standing in every jurisdiction that such qualification is required, except where the failure to be so qualified would not have a material adverse effect on such entity.

Due Qualification. It is duly qualified to do business, is in good standing as a foreign entity (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in which the performance of this Agreement requires such qualification, licenses or approvals, except where the failure to so qualify or obtain licenses or approvals would not reasonably be expected to have a Material Adverse Effect.