Common use of CORPORATE EXISTENCE; GOOD STANDING Clause in Contracts

CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of Texas. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasArizona. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasColorado. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasWashington. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of Texas_________________. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasNebraska. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasMichigan. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasAlaska. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. The Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of Texas_____________. The Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. The Company does not own stock in or control, directly or indirectly, in any other corporation, association or business organization, nor is the Company a party to any joint venture or partnership, other than as set forth on Exhibit 2.1. The Shareholders are Shareholder is the sole shareholders shareholder of the Company and own owns all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1liens. Each share of Company's Company common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of the Company are owned by the Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of the Company on any mattermatter (except as set forth in Exhibit 2.1), (b) securities of the Company convertible into equity interests in the Company, or (c) commitments, options, rights or warrants to issue any such equity interests in the Company, to issue securities of the Company convertible into such equity interests, or to redeem any securities of the Company. No shares of capital stock of the Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholdersthe Shareholder. The Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. The Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1_____________.

CORPORATE EXISTENCE; GOOD STANDING. The Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasIllinois. The Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. The Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is the Company a party to any joint venture or partnership. The Shareholders shareholders are the sole shareholders of the Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT Exhibit 2.1. Each share of Company's Company common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of the Company are owned by the Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of the Company on any matter, (b) securities of the Company convertible into equity interests in the Company, or (c) commitments, options, rights or warrants to issue any such equity interests in the Company, to issue securities of the Company convertible into such equity interests, or to redeem any securities of the Company. No shares of capital stock of the Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Company's stockholders. The Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. The Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1Illinois.

CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasOregon. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasCalifornia. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasLouisiana. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasMaryland. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.