Good Standing; Authority. The [[Organization A:Organization]] and each Subsidiary (if either is not an individual) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed. The [[Organization A:Organization]] and each Subsidiary is duly authorized to do business in each jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and has the power and authority to own each of its assets and to use them in the ordinary course of business as contemplated now and in the future.

Organization and Good Standing. [[Organization B:Organization]] is duly organized, validly existing, and in good standing under the Laws of the state of its formation, and is duly qualified to transact business and is in good standing in each jurisdiction where the nature and extent of [[Organization B:Organization]]’s business and property requires the same.