Common use of Organization, Authority and Qualification of the Seller Clause in Contracts

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized and validly existing under the laws of the State of Delaware and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the SellerSeller and its Board of Director. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, a constitutes legal, valid and binding obligation obligations of the Seller Seller, enforceable against the Seller in accordance with its terms.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and has all necessary power and authority to enter into this Agreement, Agreement and to carry out its obligations hereunder and to consummate the transactions transaction contemplated hereby. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions transaction contemplated hereby have been duly authorized by all requisite corporate action on the part of the SellerSeller and its stockholders. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) Purchaser this Agreement constitutes, a constitutes legal, valid and binding obligation obligations of the Seller Seller, enforceable against the Seller in accordance with its terms.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Nevada and has all necessary power and authority to enter into this Agreement, Agreement and to carry out its obligations hereunder and to consummate the transactions transaction contemplated hereby. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions transaction contemplated hereby have been duly authorized by all requisite corporate action on the part of the SellerSeller and its stockholders. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) Purchaser and Vitaxel, this Agreement constitutes, a constitutes legal, valid and binding obligation obligations of the Seller Seller, enforceable against the Seller in accordance with its terms.. EXECUTION VERSION