Common use of Due Organization; Good Standing Clause in Contracts

Due Organization; Good Standing. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and to conduct its business as it is currently being conducted and as described in the Registration Statement, the Prospectus and the Disclosure Package. The Company is duly qualified to transact business and is in good standing as a foreign corporation or other legal entity in each other jurisdiction in which its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing or have such power or authority (i) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect upon, the business, operations, properties, financial condition, results of operations or prospects of the Company and its subsidiaries, taken as a whole, or (ii) impair in any material respect the power or ability of the Company to perform its obligations under this Agreement or to consummate any transactions contemplated by the Agreement and the Purchase Agreements, including the issuance and sale of the Securities (any such effect as described in clauses (i) or (ii), a “Material Adverse Effect”). Each subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”) is duly incorporated or organized, validly existing and in good standing under the laws of their jurisdiction of incorporation or organization, with the requisite power and authority to own, lease and operate its properties, except where the failure to qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect. On a consolidated basis, the Company and its Subsidiaries conduct their business as described in the Disclosure Package and the Prospectus and each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect.

Due Organization; Good Standing. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and to conduct its business as it is currently being conducted and as described in the Registration Statement, the Prospectus and the Disclosure Package. The Company is duly qualified to transact business and is in good standing as a foreign corporation or other legal entity in each other jurisdiction in which its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing or have such power or authority (i) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect upon, the business, operations, properties, financial condition, results of operations or prospects of the Company and its subsidiaries, taken as a whole, or (ii) impair in any material respect the power or ability of the Company to perform its obligations under this Agreement or to consummate any transactions contemplated by the Agreement and the Purchase AgreementsAgreement, including the issuance and sale of the Securities Shares (any such effect as described in clauses (i) or (ii), a “Material Adverse Effect”). Each subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”) is duly incorporated or organized, validly existing and and, if applicable in the jurisdiction of organization, in good standing under the laws of their jurisdiction of incorporation or organization, with the requisite power and authority to own, lease and operate its properties, except where the failure to qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect. The Company does not own or control, directly or indirectly, any corporation, association or other corporate entity, other than the Subsidiaries listed on Schedule III hereof. On a consolidated basis, the Company and its Subsidiaries conduct their business as described in the Disclosure Package and the Prospectus and each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect.

Due Organization; Good Standing. The Company has been and Corporate Power. Seller and Obligees are corporations duly organized and is organized, validly existing as a corporation and in good standing under the laws Laws of its jurisdiction of incorporation. Seller and its Subsidiaries have the State of Delaware, with the requisite corporate power and authority to own its own, lease and operate their properties and that will be Conveyed to conduct its business Acquiror, to carry on the Rochas Business as it is currently now being conducted and as described in to enter into and perform its obligations under this Agreement and/or the Registration StatementAncillary Agreements to which it is, or will be at Closing, a party and to consummate the Prospectus transactions contemplated hereby and the Disclosure Packagethereby. The Company Seller and each of its Subsidiaries is duly qualified to transact do business and is in good standing as a foreign corporation or other legal entity in each other jurisdiction in which its ownership the property owned, leased or leasing of property operated by the Rochas Business that will be Conveyed to Acquiror or the conduct nature of its business requires the Rochas Business conducted by it makes such qualificationqualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing or have such power or authority (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect uponRochas Business MAE. Neither the Seller nor any of its Subsidiaries has taken any step with a view to a suspension of payments or a moratorium of any indebtedness nor have any of them made any voluntary arrangement with any of their creditors, in each case as with respect to the business, operations, properties, financial condition, results of operations or prospects Rochas Business. As of the Company date hereof and its subsidiaries, taken as a whole, or (ii) impair in any material respect the power or ability of the Company to perform its obligations under this Agreement or to consummate Closing Date, neither the Seller nor any transactions contemplated by the Agreement and the Purchase Agreements, including the issuance and sale of the Securities (any such effect as described in clauses (i) or (ii), a “Material Adverse Effect”). Each subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”) is duly incorporated or organized, validly existing and in good standing under the laws of their jurisdiction of incorporation or organization, with the requisite power and authority to own, lease and operate its properties, except where the failure to qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect. On a consolidated basis, the Company and its Subsidiaries conduct their business Conveying any Acquired Assets or Assumed Liabilities is insolvent or unable to pay its debts as described in the Disclosure Package and the Prospectus and each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effectthey fall due.

Due Organization; Good Standing. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of DelawareNevada, with the corporate power and authority to own its properties and to conduct its business as it is currently being conducted and as described in the Registration Statement, the Prospectus and the Disclosure Package. The Company is duly qualified to transact business and is in good standing as a foreign corporation or other legal entity in each other jurisdiction in which its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing or have such power or authority (i) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect upon, the business, operations, properties, financial condition, results of operations or prospects of the Company and its subsidiaries, taken as a whole, or (ii) impair in any material respect the power or ability of the Company to perform its obligations under this Agreement or to consummate any transactions contemplated by the Agreement and the Purchase AgreementsAgreement, including the issuance and sale of the Securities Shares and the Warrants (any such effect as described in clauses (i) or (ii), a “Material Adverse Effect”). Each Except as noted in Schedule III hereof, each subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”) is duly incorporated or organized, validly existing and in good standing under the laws of their its respective jurisdiction of incorporation or organization, with the requisite power and authority to own, lease and operate its properties, except where the failure to qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect. The Company does not own or control, directly or indirectly, any corporation, association or other corporate entity, other than the Subsidiaries listed on Schedule III hereof. On a consolidated basis, the Company and its Subsidiaries conduct their business as described in the Disclosure Package and the Prospectus and each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect.

Due Organization; Good Standing. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of DelawareNevada, with the corporate power and authority to own its properties and to conduct its business as it is currently being conducted and as described in the Registration Statement, the Prospectus and the Disclosure Package. The Company is duly qualified to transact business and is in good standing as a foreign corporation or other legal entity in each other jurisdiction in which its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing or have such power or authority (i) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect upon, the business, operations, properties, financial condition, results of operations or prospects of the Company and its subsidiaries, taken as a whole, or (ii) impair in any material respect the power or ability of the Company to perform its obligations under this Agreement or to consummate any transactions contemplated by the Agreement and the Purchase Subscription Agreements, including the issuance and sale of the Securities Shares (any such effect as described in clauses (i) or (ii), a “Material Adverse Effect”). Each subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”) is duly incorporated or a limited liability company organized, validly existing and in good standing under the laws of their jurisdiction the State of incorporation or organizationMinnesota, with the requisite limited liability company power and authority to own, lease and operate its properties, except where the failure to qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect. The Company does not own or control, directly or indirectly, any corporation, association or other corporate entity, other than the Subsidiaries listed on Schedule IV hereof. On a consolidated basis, the Company and its Subsidiaries conduct their business as described in the Disclosure Package and the Prospectus and each Subsidiary is duly qualified as a foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect.