Common use of Organization and Standing of Buyer Clause in Contracts

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; has full corporate power and authority to conduct the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreement.

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; has full corporate power and authority to conduct the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreement.

Organization and Standing of Buyer. The Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State state of Delaware; . The buyer has full corporate power and authority under its charter documents and Bylaws and applicable laws to conduct execute and deliver this Agreement and to consummate the business of developing, distributing and marketing software, including through its subsidiariestransactions contemplated hereby, and this Agreement has full rightbeen duly executed and delivered by the Buyer and constitutes the legal, power valid, and authority to issue the shares of common stock as part binding obligation of the Purchase Price contemplated by this AgreementBuyer, enforceable against the Buyer in accordance with its terms.

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; has full corporate power and authority to conduct the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power is duly qualified and authority is authorized to issue the shares of common stock conduct business and is in good standing as part of the Purchase Price contemplated by this Agreementa foreign corporation in Georgia.

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; Delaware and has full corporate power and the authority to conduct engage in the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this AgreementBusiness.

Organization and Standing of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware; Delaware and has full all requisite corporate power and authority to conduct the carry on its business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated currently conducted by this Agreementit.

Organization and Standing of Buyer. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; . The Buyer has full corporate all requisite power and authority under its Certificate of Incorporation and by-laws and applicable laws to conduct execute and deliver this Agreement and to consummate the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price transactions contemplated by this Agreementhereby.

Organization and Standing of Buyer. The Buyer is a corporation duly ---------------------------------- organized, validly existing and in good standing under the laws of the State Commonwealth of Delaware; . The Buyer has full corporate power and authority under its Certificate of Incorporation and By-Laws and applicable laws to conduct execute and deliver this Agreement and to consummate the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price transactions contemplated by this Agreementhereby.

Organization and Standing of Buyer. Each Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware; Delaware and has full corporate power and authority to conduct the carry on its business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock operations as part of the Purchase Price contemplated by this Agreementcurrently conducted.

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; . Buyer has full the corporate power and authority to conduct the business of developing, distributing execute and marketing software, including through its subsidiariesdeliver, and has full rightcarry out the transactions on its part contemplated by, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreement.

Organization and Standing of Buyer. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Laws of Delaware; . The Buyer has full corporate power and authority under its Certificate of Incorporation and by-laws (or equivalent governing documents) and applicable laws to conduct execute and deliver this Agreement and to consummate the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price transactions contemplated by this Agreementhereby.

Organization and Standing of Buyer. The Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware; Delaware and has full all requisite corporate power and authority to conduct enter into this Agreement and the business of developing, distributing Escrow Agreement and marketing software, including through perform its subsidiaries, obligations hereunder and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreementthereunder.

Organization and Standing of Buyer. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware; , is duly qualified to transact business in the State of Delaware, and has full all requisite corporate power and authority to conduct the business of developingexecute, distributing and marketing software, including through its subsidiariesdeliver, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by perform this Agreement.

Organization and Standing of Buyer. Buyer is a corporation duly ---------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware; has full corporate power and authority . As of the Closing Date, Buyer will be qualified as a foreign corporation in all jurisdictions in which such qualification is necessary under applicable law to conduct the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part Business or acquire ownership of the Purchase Price contemplated by this AgreementAssets from and after the Closing.

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; has full corporate power , is duly qualified to do business as a foreign corporation and authority to conduct is in good standing in the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part states of the Purchase Price contemplated by this AgreementUnited States and foreign jurisdictions where its ownership or leasing of property or conduct of its business requires it to be so qualified.

Organization and Standing of Buyer. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; . The Buyer has full corporate power and authority under its Certificate of Incorporation and by-laws and applicable laws to conduct execute and deliver this Agreement and the business of developing, distributing Escrow Agreement and marketing software, including through its subsidiaries, to consummate the transactions contemplated hereby and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreementthereby.

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware; Delaware and has full all requisite corporate power and authority to conduct the business of developing, distributing enter into this Agreement and marketing software, including through perform its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreementobligations hereunder.

Organization and Standing of Buyer. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; . The Buyer has full corporate power and authority under its Certificate of Incorporation and By-Laws and applicable laws to conduct execute and deliver this Agreement and to consummate the business of developingtransactions contemplated hereby and this Agreement has been duly executed and delivered by the Buyer and constitutes the legal, distributing valid and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part binding obligation of the Purchase Price contemplated by this AgreementBuyer, enforceable against the Buyer in accordance with its terms.

Organization and Standing of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware; Delaware and has full corporate power and authority to conduct the carry on its business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock operations as part of the Purchase Price contemplated by this Agreementcurrently conducted.

Organization and Standing of Buyer. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; . The Buyer has full corporate power and authority to conduct execute and deliver this Agreement and the business Notes and to consummate all transactions contemplated hereby under its Certificate of developing, distributing Incorporation and marketing software, including through its subsidiaries, By- Laws and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreementapplicable laws.

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; . Buyer has full corporate power and authority to own and lease its property in the conduct the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreementbusiness.

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; has full corporate power and authority to conduct the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price Price, as contemplated by this Agreement.

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware; has full corporate power and authority to conduct the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreement.

Organization and Standing of Buyer. The Buyer is a corporation ------------ --- -------- -- ----- duly organized, validly existing and in corporate good standing under the laws of the State of Delaware; . The Buyer has full corporate power and authority enter into the Acquisition Agreements and to conduct consummate the business of developing, distributing transactions contemplated hereby and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreementthereby.

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; . Buyer has full corporate all requisite power and authority to conduct execute, deliver and perform this Agreement and to consummate the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price transactions contemplated by this Agreementhereby.