Common use of Organization and Standing; Articles and Bylaws Clause in Contracts

Organization and Standing; Articles and Bylaws. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of California and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business, properties, or financial condition.

Organization and Standing; Articles and Bylaws. The Company is a corporation duly organized and organized, validly existing under, and by virtue of, in good standing under the laws of the State of California and is in good standing under such lawsCalifornia. The Company has furnished the requisite corporate power Purchasers with complete and correct copies of its Articles of Incorporation and Bylaws as in effect immediately prior to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business, properties, or financial conditiondate of this Agreement.

Organization and Standing; Articles and Bylaws. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of California and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business, properties, or financial condition.which

Organization and Standing; Articles and Bylaws. The Company is a corporation duly organized and organized, validly existing underexisting, and by virtue of, in good standing under the laws of the State of California California, and is in good standing under such laws. The Company has the all requisite corporate power and authority to own and operate its properties and assets, assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified has furnished the Purchaser or its special counsel with copies of its Articles of Incorporation and is authorized to transact business its Bylaws. Said copies are true, correct, and is in good standing as a foreign corporation in each jurisdiction in which complete and contain all amendments through the failure to so qualify would have a material adverse effect on its business, properties, or financial conditiondate of the Closing.

Organization and Standing; Articles and Bylaws. The Company is a ---------------------------------------------- corporation duly organized and validly existing under, and by virtue of, the laws of the State of California and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly not qualified and is authorized to transact do business and is in good standing as a foreign corporation in each any jurisdiction in which the failure to so qualify would have a material adverse effect on its business, properties, or financial conditionand such qualification is not presently required.

Organization and Standing; Articles and Bylaws. (a) The Company is a corporation duly organized and organized, validly existing under, and by virtue of, in good standing under the laws of the State of California and is in good standing under such lawsCalifornia. The Company has the all requisite corporate power and authority to own its properties, to conduct its business, to enter into this Agreement, to file the Certificate, to issue and operate its properties and assetssell the Shares, to issue the Common Stock issuable upon conversion of the Shares, and to carry on out and perform its business as presently conducted obligations under this Agreement and as proposed to be conducted. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business, properties, or financial conditionCertificate.

Organization and Standing; Articles and Bylaws. The Company is and will continue to be a corporation duly organized and organized, validly existing under, and by virtue of, in good standing under the laws of the State of California and is in good standing under such laws. The Company has the will have all requisite corporate power to own and operate its properties and assets, and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified and is authorized to transact do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure to so qualify would have a material adverse effect on nature of its business, properties, business or financial conditionits ownership or leasing of its properties makes such qualification necessary.

Organization and Standing; Articles and Bylaws. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of California and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets, assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified and is authorized to transact business and is in good standing qualified, licensed or domesticated as a foreign corporation in each jurisdiction in which all jurisdictions where the failure to so qualify would have a material adverse effect on nature of its businessactivities or of its properties owned or leased makes such qualification, properties, licensing or financial conditiondomestication necessary at this time.

Organization and Standing; Articles and Bylaws. The Company is a corporation duly organized and organized, validly existing underexisting, and by virtue of, in good standing under the laws of the State of California and is in good standing under such laws. The Company has the all requisite corporate power to own and operate its properties and assets, and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified and is authorized to transact do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure to so qualify would have a material adverse effect on nature of its business, properties, business or financial conditionits ownership or leasing of its properties makes such qualification necessary.

Organization and Standing; Articles and Bylaws. The Company is a corporation duly organized and organized, validly existing underexisting, and by virtue of, in good standing under the laws of the State of California California, and is in good standing under such laws. The Company has the all requisite corporate power and authority to own and operate its properties and assets, assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified has furnished the Purchaser or its special counsel with copies of its Articles of Incorporation and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business, properties, or financial condition.Bylaws. Said