Good Standing. Borrower represents and warrants that it is a sole proprietor or entity # duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, # duly qualified, in good standing and authorized to do business in every 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 as contemplated now or in the future.

Good Standing. Each Loan Party shall maintain # its existence in its jurisdiction of organization, # its qualification and good standing in each jurisdiction in which it is required to do so and # in force all licenses, approvals and agreements necessary for the conduct of its business as currently conducted, in each case of clauses (ii) and (iii) under this Section 6.1, except as would not reasonably be expected to have a Material Adverse Effect.

Good Standing. A certificate of good standing, existence or its equivalent certified as of a recent date by the appropriate governmental authority of the state of organization.

Good Standing. The Borrower shall maintain its and each of its Subsidiaries’ corporate existence and good standing in its jurisdiction of incorporation and maintain qualification in each jurisdiction in which it is required under applicable law in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect. The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, in force all licenses, ACTIVEUS 188979588v.10

Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to such Credit Party certified as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of

Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to BRT certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of formation and each other jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect.

Good Standing. Certificates of existence and good standing and/or qualification to engage in business for the Seller, Pledgor and Guarantor.

Good Standing. All official fees, maintenance fees and annuities for the Xenon Patent Rights have been paid and all administrative procedures with Governmental Authorities have been completed for the Xenon Patent Rights such that such Patent Rights are subsisting and in good standing.

Good Standing. Seller is a limited partnership, duly formed and in good standing in its state of formation, and that it is qualified to do business and is in good standing in those states where necessary in order to carry out the purposes of this Agreement;

Good Standing. Commencing on a date which shall be not more than thirty (30) days from the date of this Agreement, Pledgor shall be and at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its business.