Common use of Organization and Good Standing; Qualification Clause in Contracts

Organization and Good Standing; Qualification. Each of Buyer and APP is a corporation duly organized, validly existing and in good standing under the laws of the state of California and Delaware, respectively, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. Each of Buyer and APP is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on Buyer or APP. Copies of the certificate of incorporation and all amendments thereto of Buyer and APP and the bylaws of Buyer and APP, as amended, and copies of the corporate minutes of Buyer and APP regarding this transaction, all of which have been or will be made available to Seller for review, are true, correct and complete as in effect on the date of this Agreement and accurately reflect all material proceedings of the Stockholders and directors of Buyer and APP (and all committees thereof) regarding this transaction.

Organization and Good Standing; Qualification. Each of Buyer and APP APPM is a corporation duly organized, validly existing and in good standing under the laws of the state of California and Delaware, respectively, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. Each of Buyer and APP APPM is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on Buyer or APPAPPM. Copies of the certificate of incorporation and all amendments thereto of Buyer and APP APPM and the bylaws of Buyer and APPAPPM, as amended, and copies of the corporate minutes of Buyer and APP APPM regarding this transaction, all of which have been or will be made available to Seller for review, are true, correct and complete as in effect on the date of this Agreement and accurately reflect all material proceedings of the Principal Stockholders and directors of Buyer and APP APPM (and all committees thereof) regarding this transaction.

Organization and Good Standing; Qualification. Each of Buyer and APP APPM is a corporation duly organized, validly existing and in good standing under the laws of the state of California and Delaware, respectively, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. Each of Buyer and APP APPM is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on Buyer or APPAPPM. Copies of the certificate of incorporation and all amendments thereto of Buyer and APP APPM and the bylaws of Buyer and APPAPPM, as amended, and copies of the corporate minutes of Buyer and APP APPM regarding this transaction, all of which have been or will be made available to Seller for review, are true, correct and complete as in effect on the date of this Agreement and accurately reflect all material proceedings of the Stockholders and directors of Buyer and APP (and all committees thereof) regarding this transaction.Agreement

Organization and Good Standing; Qualification. Each of Buyer and APP APPM is a corporation duly organized, validly existing and in good standing under the laws of the state of California and Delaware, respectively, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. Each of Buyer and APP APPM is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on Buyer or APPAPPM. Copies of the certificate of incorporation and all amendments thereto of Buyer and APP APPM and the bylaws of Buyer and APPAPPM, as amended, and copies of the corporate minutes of Buyer and APP APPM regarding this transaction, all of which have been or will be made available to Seller for review, are true, correct and complete as in effect on the date of this Agreement and accurately reflect all material proceedings of the Stockholders stockholders and directors of Buyer and APP APPM (and all committees thereof) regarding this transaction.

Organization and Good Standing; Qualification. Each of Buyer and APP APPM is a corporation duly organized, validly existing and in good standing under the laws of the state of California and Delaware, respectively, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. Each of Buyer and APP APPM is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on Buyer or APPAPPM. Copies of the certificate of incorporation and all amendments thereto of Buyer and APP APPM and the bylaws of Buyer and APPAPPM, as amended, and copies of the corporate minutes of Buyer and APP APPM regarding this transaction, all of which have been or will be made available to Seller for review, are true, correct and complete as in effect on the date of this Agreement Agreement, and accurately reflect all material proceedings of the Stockholders stockholders and directors of Buyer and APP APPM (and all committees thereof) regarding this transaction.