Organization, Good Standing and Qualification. The Purchaser is duly organized, validly existing and in good standing under the law of its jurisdiction of formation.

As used in this Agreement, “JRSIS Material Adverse Effect” means any material adverse change in, or material adverse effect on, the business, financial, condition or operations of JRSIS and its Subsidiaries, taken as a whole which would prevent JRSIS from operating in substantially the same manner as presently.

Due Incorporation and Good Standing. AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

Governmental Certificates. Certificates of the appropriate government officials of the state of incorporation or organization of Borrower and each other Obligated Party as to the existence and good standing of Borrower and each other Obligated Party, each dated within thirty (30) days prior to the date of the initial Credit Extension;

Attached hereto as Exhibit D are true and complete copies of the certificates of good standing, existence or its equivalent of the Company certified as of a recent date by the appropriate Governmental Authorities of the state of [incorporation] [organization] of the Company and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect.

8.02Officer’s Certificate. SRSG and Merger Sub shall have been furnished with certificates dated the Closing Date and signed by the duly authorized chief executive officer of BioSculpture to the effect that to such officer’s Knowledge, which may be based on certificates of good standing, representations of Governmental Entities, and BioSculpture’s own documents and information:

certificates of good standing and existence for each Credit Party, in each state in which each such Person is organized, which certificate shall be dated a date not sooner than 30 days prior to Amendment No. 1 Effective Date; and

Agent shall have received good standing certificates for each Borrower, issued by the Secretary of State or other appropriate official of such Borrower’s jurisdiction of organization and each jurisdiction where such Borrower’s conduct of business or ownership of Property necessitates qualification.

the Administrative Agent shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization;

Uniform Commercial Code, judgment, federal and state tax lien searches against each Borrower, at the Borrower’s expense, showing that the Collateral is not subject to any Liens except for Permitted Liens, together with Good Standing Certificates from each Borrower’s state of creation.