Common use of Organization of the Company Clause in Contracts

Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has the corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its business requires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.

Organization of the Company. The Company is a corporation ---------------------------- duly organized, validly organized and existing and in good standing under the laws of the State of California. The Company California and has the all requisite corporate power authority to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing as a foreign corporation in each every jurisdiction in which the nature of its the business requires conducted or property owned by it by law makes such qualification necessary, other than those in which the failure so to be so qualified. The Company has delivered qualify would not have a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to ParentMaterial Adverse Effect.

Organization of the Company. The Company is a corporation limited liability company duly organized, organized and validly existing and in good standing under the laws of the State of California. The Company , has the corporate full power and authority to own and operate its properties property and to carry on its business as now being conducted. The Company , and is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its property or business requires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parentrequires.

Organization of the Company. 4.03(a). The Company is a corporation Companies are corporations duly organized, validly existing and in good standing under the laws of the State of California. The Company California and has the corporate power to own its properties and authority to carry on its business as now being presently conducted. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its business requires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.

Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has the all requisite corporate power and authority to own its properties and to carry on conduct its business as now it is presently being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its business requires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.

Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has the corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its business requires it by law failure to be so qualifiedqualified would have a Material Adverse Effect on the Company. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.

Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has the corporate power to own its properties and to carry on its business as now being currently conducted and as currently contemplated to be conducted. The Company is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its business requires it by law failure to be so qualified. The Company has delivered qualified or licensed would not reasonably be expected to have a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.Material Adverse Effect on the

Organization of the Company. The Company is a corporation duly organized, validly --------------------------- organized and existing and in good standing under the laws of the State of California. The Company California and has the all requisite corporate power authority to own its properties and to carry on its business as now being conducted. Except as set forth in the SEC Documents, the Company does not have any subsidiaries. The Company is duly qualified as a foreign corporation to do business and is in good standing as a foreign corporation in each every jurisdiction in which the nature of its the business requires conducted or property owned by it by law makes such qualification necessary, other than those in which the failure so to be so qualified. The Company has delivered qualify would not have a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to ParentMaterial Adverse Effect.

Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has the corporate power to own its properties and to carry on its business as now being conducted. The Company conducted and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business requires it by law failure to be so qualifiedqualified would result in a Material Adverse Change on the Company. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.

Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has the corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its business requires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.The

Organization of the Company. The Company is a corporation duly organized, validly incorporated and existing and in good standing under the laws of the State of California. The Company California and has the all requisite corporate power authority to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business does not have any subsidiaries and in good standing as a foreign corporation in each jurisdiction in which the nature of its business requires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.does not own more that

Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has the corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature conduct of its business requires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation Incorporations and Bylaws, each as amended to date, to Parentthe Purchaser or its counsel.

Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company California and has the full corporate power and authority to own conduct its business as it is presently being conducted and to own, lease and use its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its business requires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parentassets.

Organization of the Company. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State Laws of California. The Company has the corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified licensed, qualified, or admitted to do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions in which the nature of its business requires it by law is required to be so qualified, licensed or admitted to do business by the laws thereof. The Company Seller has delivered a furnished to the Purchaser true and correct copy complete copies of its Articles the articles of Incorporation incorporation and Bylawsthe by-laws of the Company, each as amended to date, to Parentincluding all amendments thereto.

Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has the corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its business requires it by law failure to be so qualifiedqualified would materially and adversely affect the Company. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.. 2.2

Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company California and has the corporate full power and authority to own own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing or otherwise authorized as a foreign corporation to transact business and is in good standing in all jurisdictions in which it is conducting its business (except where the failure to so qualify would not have a material adverse effect on the Company) and each jurisdiction wherein the Company is qualified or authorized is set forth in which the nature of its business requires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to ParentSchedule 3.1.

Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of California. The Company California and has the full corporate power and authority to own its properties and to carry on conduct its business as now it is presently being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which where the nature of its business requires it by law or its ownership or use of property makes such qualification necessary, except where the failure to be so qualified. The Company has delivered qualify would not have a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to ParentMaterial Adverse Effect on the Company.

Organization of the Company. The Company is a corporation duly --------------------------- organized, validly existing and in good standing under the laws of the State of California. The Company has the corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its business requires it by law failure to be so qualifiedqualified would be material. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.

Organization of the Company. 3.1.1 The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of California. The Company has California with the requisite corporate power and authority to own own, lease and operate its properties and to carry on its business as now being conductedconducted therein. The Except as set forth on Schedule 3.1, the Company is duly qualified to do business and does not own, directly or indirectly, any capital stock or other equity securities of any Person or have any direct or indirect equity or ownership interest in good standing as a foreign corporation in each jurisdiction in which the nature of its business requires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parentany Person.

Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has Copies of the corporate power Articles of Incorporation and Bylaws of the Company, and all amendments thereto, heretofore delivered to own its properties Buyer are accurate and to carry on its business complete as now being conductedof the date hereof and are currently in effect without further amendment thereto, except as set forth therein. The Company is not duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction good standing in which the nature of its business requires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parentany other State.

Organization of the Company. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of California. The Company California and has the corporate all requisite power and authority to own own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing as a foreign corporation in each every jurisdiction in which the nature of its the business requires conducted or property owned by it by law makes such qualification necessary, other than those in which the failure so to be so qualified. The Company has delivered qualify would not have a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to ParentMaterial Adverse Effect.

Organization of the Company. The Company is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of California. The Company California and has the all requisite corporate power authority to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing as a foreign corporation in each every jurisdiction in which the nature of its the business requires conducted or property owned by it by law makes such qualification necessary, other than those in which the failure so to be so qualified. The Company has delivered qualify would not have a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to ParentMaterial Adverse Effect.