(a) Each of the Company’s Subsidiaries has been duly formed, incorporated or organized and is validly existing under the laws of its jurisdiction of formation, incorporation or organization and has the power and authority to own or lease its properties and to conduct its business as it is now being conducted, except where the failure to have such power and authority, would not have a Material Adverse Effect. Each Subsidiary of the Company is duly licensed or qualified and (where applicable) in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect.