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

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be currently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify qualify, individually or in the aggregate, would have a material adverse effect on its business (as now conducted), properties, or propertiesfinancial condition.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conductedconducted in the future. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be currently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties. True and accurate copies of the Company's Articles of Incorporation and Bylaws, each as amended and in effect at the Initial Closing, have been delivered to the Investor.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conductedCalifornia. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or propertiesbusiness.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has all the requisite corporate power to own and authority operate its properties and assets and to carry on its business as now 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 all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so to qualify would not have a material adverse effect on the Company or its business or propertiesbusiness.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement and sell the Shares and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which out the failure so to qualify would have a material adverse effect on its business or propertiesprovisions of this Agreement.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conductedCalifornia, USA. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conductedCalifornia. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so to qualify qualified would have a material adverse effect on its business financial condition, business, prospects or propertiesoperations.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and transfer the Shares and the Conversion Shares, and to carry out the provisions of this Agreement, and to carry on its business as now presently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of California, is duly qualified to operate business in California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties. The Company has all requisite corporate power and authority to own its properties, to carry on its business as now conducted, and to enter into and perform its obligations under this Agreement and the agreements and instruments contemplated by it.

Organization, Good Standing and Qualification. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate necessary power and authority authority: (i) to carry on conduct its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction the manner in which the failure so to qualify would have a material adverse effect on its business or propertiesis currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified qualified, licensed to transact do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure to be so qualified or licensed could reasonably be expected to qualify would have a material adverse effect on its business or propertiesthe Company.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on the operation of its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite full corporate power and authority to carry on conduct its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or propertiesbusiness.

Organization, Good Standing and Qualification. The Company is --------------------------------------------- a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and California, has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conductedenter into this Agreement and all agreements related thereto. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business financial condition or propertiesresults of operations.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California California, and has all requisite corporate power and authority to carry on conduct its business as now conducted and as proposed to be currently conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so qualified could reasonably be expected to qualify would have a material adverse effect on its business the business, financial condition, results of operations, assets or propertiesprospects of the Company (the "Business") (such effect referred to as a "Material Adverse Effect").

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares and to carry out the provisions of this Agreement and to carry on its business as now presently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a ---------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Except for qualification in the State of California, the Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties. The Company is in the process of qualifying to do business in California.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conductedconducted in its Business Plan dated July 1996 (the "BUSINESS PLAN") heretofore furnished to PDTC. The Company is duly not required to be qualified to transact business and is as a foreign corporation in good standing in each jurisdiction any state in which the failure to be so to qualify qualified would have a material adverse effect on its business or propertiesthe Company.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.business

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or propertiesCalifornia.

Organization, Good Standing and Qualification. The Company is a cooperative corporation duly organized, validly existing existing, and in good standing under the laws of the State of California and California. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to issue and sell the Preferred Membership, to carry out the provisions of this Agreement, and to own and operate its properties and assets and carry on its business as now conducted and as proposed to be presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation has --------------------------------------------- been duly incorporated and organized, and is validly existing and in good standing standing, under the laws of the State of California and California. The Company has all requisite the corporate power and authority to own and operate its properties and assets and to carry on its business as now currently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to issue the McGrath Stock, and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which out the failure so to qualify would have a material adverse effect on its business or propertiesprovisions of this Agreement.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite full corporate power and authority to carry on conduct its business as now conducted and as proposed to be currently conducted. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary except where the failure to be so to qualify qualified would not have a material adverse effect on its business the business, properties, financial condition or propertiesresults or operations of the Company).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now presently conducted and as or proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.Material Adverse Effect. As used by the Company herein, “

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be currently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be currently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conductedCalifornia. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business business, properties, prospects or propertiesfinancial condition.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which where the failure so to qualify would have a material adverse effect on ownership of its property or conduct of its business or propertiesrequires it to be qualified to do business. True correct, complete accurate copies of the Company's Articles and Bylaws have been provided to NaviSite.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California, has all requisite necessary corporate power powers, licenses and authority permits to own its properties and to carry on its business as now conducted owned and as proposed to be conducted. The Company is duly qualified to transact business operated by it and is not qualified as a foreign corporation in good standing any other jurisdiction. Annexed to the DL are true, correct and complete copies of the Company's Articles of Incorporation and By-laws as in each jurisdiction in which the failure so to qualify would have a material adverse full force and effect on its business or propertiesthe date hereof.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as now currently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties. True and accurate copies of the Restated Articles and Bylaws, each as amended and in effect at the First Closing have been delivered to the Investors or their counsel.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, and the Registration Rights Agreement in the form attached hereto as Exhibit C (the "Registration Rights Agreement"), to issue and sell the Shares and the Conversion Shares, and to carry out the provisions of this Agreement, the Registration Rights Agreement and the Certificate and to carry on its business as now presently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite full corporate power and authority to carry on conduct its business as now presently conducted and as proposed to be conductedenter into and perform this Warrant and to carry out the transactions contemplated by this Warrant. The Company is duly qualified has furnished or made available to transact business the Holder true and is complete copies of the Articles of Incorporation and the Bylaws of the Company, each as amended to date and currently in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or propertieseffect.

Organization, Good Standing and Qualification. The Company Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company Corporation is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conductedconducted in its Business Plan dated as of April 1995 ("Business Plan"). The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so to qualify qualified would have a material adverse effect on its business financial condition, business, prospects or propertiesoperations.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conductedCalifornia. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify has resulted in or could be reasonably expected to qualify would have result in a material adverse effect Material Adverse Effect on the Company. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to perform its obligations under the provisions of this Agreement, and to carry on its business or propertiesPrincipal Business as presently conducted and as the Company currently proposes it be conducted.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conductedCalifornia. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties. The Company currently has and will have on and as of the closing all requisite corporate power and authority necessary to own and operate its property, to carry on its business as now conducted and as currently proposed to be conducted and to carry out the transactions contemplated by this Agreement.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in in, each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conductedCalifornia. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so to qualify qualified would have a material adverse effect on its financial condition, business, prospects or operations. The Company has the corporate power and authority to enter into and perform this Agreement and the Investors' Rights Agreement, to own and operate its properties and assets and to carry on its business or propertiesas currently conducted and as presently proposed to be conducted.

Organization, Good Standing and Qualification. The Company is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry conduct on its business as now conducted business, to execute and as proposed deliver this Agreement, and to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which consummate the failure so to qualify would have a material adverse effect on its business or propertiestransactions contemplated by this Agreement.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite the corporate power and corporate authority to carry on its the business as now conducted and as proposed to be conductedin which it is currently engaged. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all the requisite corporate power and authority to carry on conduct its business as now conducted and as proposed to be conductedconducted in the future. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which all other states where required by reason of its current operations, except to the extent that the failure to so to qualify would not have a material adverse effect on its Material Adverse Effect (as defined below). The Company has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any equity interest in any corporation, association or business or propertiesentity.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect Material Adverse Effect on its business or propertiesthe Company.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties. The Company has furnished Investors with true and complete copies of its Articles of Incorporation and bylaws or amended through the date hereof.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California California, and has all requisite corporate power and authority to carry on conduct its business as now conducted and as proposed to be currently conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so to qualify qualified would have a material adverse effect on its business the business, assets, financial condition or propertiesresults of operations or assets of the Company (the "Business") (such effect referred to as a "Material Adverse Effect").

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business business, prospects, properties or propertiesfinancial condition.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as now currently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties. True and accurate copies of the Restated Articles and Bylaws, each as amended and in effect at the Closing, have been delivered to the Investors.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now presently conducted and as currently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each 5 jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement and to carry on its business as now presently conducted and as presently proposed to be conducted. The Company is duly not qualified nor authorized to transact do business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or propertiesany other jurisdiction.

Organization, Good Standing and Qualification. The Company is a corporation limited liability company duly organized, validly existing existing, and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of California and California. Company has all requisite corporate power and authority to carry on own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares, to perform under this Agreement, and to conduct its business as now conducted and as proposed to be presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its Company’s business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now presently conducted and as or proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business busi ness as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under under, and by virtue of, the laws of the State of California and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so to qualify qualified would have a material adverse effect on its business financial condition, business, prospects or propertiesoperations.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties. A copy of the Company's Articles of Incorporation (as amended) and the Company's Bylaws (as amended) have been delivered to each Investor.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so to qualify qualified would have a material adverse effect on its business financial condition, business, prospects or propertiesoperations.

Organization, Good Standing and Qualification. The Company is a ---------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.