Common use of Organization and Qualification of the Company Clause in Contracts

Organization and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the corporate power and authority to own or lease its assets and to carry on its business as it is being conducted, and is duly qualified and licensed to do business and is in good standing, in each jurisdiction where the ownership or operation of its property and assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, or, individually or in the aggregate, prevent or materially delay or materially impair the transactions contemplated hereby. Seller has made available to Buyer prior to the date hereof correct and complete copies of the articles of incorporation and by-laws of the Company and its Significant Subsidiaries (as amended to the date hereof). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute or result in (A) a breach or violation of, or a default under, the articles of incorporation, by-laws or other organizational documents of the Company or any of its Subsidiaries, (B) a breach or violation of, or a default under, or the acceleration of any obligations, or the creation of an Encumbrance on any assets, properties or rights of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon the Company or any of its Subsidiaries or any assets of the Company or its Subsidiaries, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of the Company or any of its Subsidiaries thereunder, or (C) assuming compliance with the matters referred to in Section 3.11 (Consents and Approvals) and Section 4.2 (Consents and Approvals), a violation of or loss of rights or triggering of new obligations under any Law or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries or any of their assets, properties or rights are subject, except, in the case of clause (B) or (C) above, for any breach, violation, default, creation, modification, acceleration, other change or loss of rights that would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect or, individually or in the aggregate, to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Organization and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Florida Maryland and has the full corporate power and authority to own (a) enter into this Agreement and each of the other Transaction Documents to which the Company is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and (b) own, operate or lease its the properties and assets now owned, operated or leased by it and to carry on its business as it is being conducted, has been and is duly qualified currently conducted. The execution and licensed delivery by the Company of this Agreement and each other Transaction Document to do business and which the Company is in good standingor will be a party, in each jurisdiction where the ownership or operation performance by the Company of its property obligations hereunder and assets or thereunder and the conduct consummation by the Company of its business requires such qualification, except where the failure to be so qualified or in good standing would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, or, individually or in the aggregate, prevent or materially delay or materially impair the transactions contemplated hereby. Seller has made available to Buyer prior to hereby and thereby have been duly and validly authorized by all requisite corporate action on the date hereof correct and complete copies part of the articles of incorporation Company, and by-laws no other corporate action on the part of the Company and or its Significant Subsidiaries (as amended board of directors, members or any equity holder is necessary to authorize the date hereof). The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby will not constitute or result in (A) a breach or violation ofAgreement, or a default under, the articles of incorporation, by-laws or other organizational documents of the Company or any of its Subsidiaries, (B) a breach or violation of, or a default under, or the acceleration of any obligations, or the creation of an Encumbrance on any assets, properties or rights of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon the Company or any of its Subsidiaries or any assets of the Company or its Subsidiaries, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of the Company or any of its Subsidiaries thereunder, or (C) assuming compliance with the matters referred to in Section 3.11 (Consents and Approvals) and Section 4.2 (Consents and Approvals), a violation of or loss of rights or triggering of new obligations under any Law or governmental or non-governmental permit or license other Transaction Documents to which the Company is or any of its Subsidiaries or any of their assetswill be a party. This Agreement has been duly executed and delivered by the Company, properties or rights are subjectand (assuming due authorization, exceptexecution and delivery by Investor) this Agreement constitutes a legal, in the case of clause (B) or (C) above, for any breach, violation, default, creation, modification, acceleration, other change or loss of rights that would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect or, individually or in the aggregate, to prevent, materially delay or materially impair the consummation valid and binding obligation of the transactions contemplated Company enforceable against the Company in accordance with its terms. Each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by this Agreementthe Company (assuming due authorization, execution and delivery by each other party thereto), and such Transaction Document constitutes or will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms. There are no bankruptcy, insolvency, reorganization or arrangement proceedings threatened or commenced by any Person, or pending that involve the Company.