/Docs/G/SeriesSeed-Cooley-CmA/notes/Convertible_Promissory_Note/0.md
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The {_Company} is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The {_Company} has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The {_Company} is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the {_Company} or its business (a "{DefT.Material_Adverse_Effect}").