Common use of Organization and Standing Clause in Contracts

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on own or lease its businesses properties and assets and to conduct its business as now conducted and as proposed to be it is presently being conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedis in good standing under such laws.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to carry own and operate its properties and assets, to execute and deliver this Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its businesses as now conducted and as proposed to be conductedbusiness.

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

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses is in good standing as now conducted and as proposed to be conducteda domestic corporation under the laws of said state.

Organization and Standing. The Company is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware Delaware, and has all requisite full corporate power and authority to carry on execute and deliver this Agreement and perform its businesses as now conducted and as proposed to be conductedobligations hereunder.

Organization and Standing. The Company is a corporation duly organizedorganized and existing under, validly existing and in good standing under by virtue of, the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedis in good standing under such laws.

Organization and Standing. The Company is a corporation duly ------------------------- organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, having all requisite corporate power and authority to carry on perform its businesses as now conducted and as proposed to be conductedobligations under this Agreement.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted and as currently proposed to be conducted. The Company is duly qualified and authorized to do business, and is in good standing as a foreign corporation, in Virginia and in each other jurisdiction where the nature of its activities and of its properties makes such qualification necessary, except where a failure to do so would not have a material adverse effect on the Company.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power to own and authority operate its properties and assets, and to carry on its businesses business as now presently conducted and as proposed to be conducted.

Organization and Standing. (a) The Company is a corporation duly organized, validly existing and in good standing under Delaware Law. The Company has the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses respective business as now it is presently being conducted and as proposed to be conductedown, lease or operate its respective properties and assets.

Organization and Standing. The Company Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power and authority to carry on its businesses business as it is now conducted and as proposed to be being conducted.

Organization and Standing. The Company is a corporation duly organized, ------------------------- organized and validly existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power to own and authority operate its properties and assets, and to carry on its businesses business as now conducted and presently conducted. The Company is qualified to do business as proposed a foreign corporation in the State of California. Such qualification is not presently required in any other jurisdiction where a failure to be conductedso qualify would have a material adverse effect on the Company.

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on own its businesses properties and conduct its business as it is now conducted being conducted. The nature of the business and the character of the properties the Company owns or leases do not make licensing or qualification of the Company as proposed a foreign entity necessary under the laws of any other jurisdiction, except to be conductedthe extent such licensing or qualification have already been obtained.

Organization and Standing. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as now being conducted. The Company is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted and as proposed to be conductedby it makes such qualification or licensing necessary.

Organization and Standing. The Company is a corporation ------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as now conducted being conducted. The Company is qualified to do business and is in good standing as proposed a foreign corporation in every jurisdiction in which the failure to be conductedso qualify would have a material adverse effect on the financial condition or business of the Company.

Organization and Standing. The Company is a corporation duly organized, ------------------------- organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power to own and authority operate its properties and assets, and to carry on its businesses business as now presently conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted and as proposed to be presently conducted.

Organization and Standing. The Company is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its businesses business as now presently conducted and as proposed to be conductedconducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its businesses business as now conducted and presently conducted. The Company is duly qualified to do business as proposed a foreign corporation in each jurisdiction in which the failure to be conductedso qualified will have a material adverse affect on the Company’s business.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses 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 qualify is reasonably likely to have a material adverse effect on its business or its properties.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and by virtue of, the laws of the State of Delaware, and is in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organizedorganized and existing under, validly existing and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power and authority to own and operate its properties and assets, and to carry on its businesses business as now conducted and as proposed to be presently conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses is in good standing as now conducted and as proposed to be conducteda domestic corporation under the laws of said state. The Company does not own or control any equity security or other interest of any corporation, limited partnership or other business entity.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of Delaware. The Company has the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted enter into this Agreement and as proposed to be conductedconsummate the transactions contemplated hereby.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses is in good standing as now conducted and a domestic corporation under the laws of said state. Except as proposed to be conducteddisclosed in the SEC Documents (as defined herein), the Company does not own or control any equity security or other interest of any corporation, limited partnership or other business entity.

Organization and Standing. The Company is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all the requisite corporate power to own and authority to carry on operate its businesses as now conducted properties and as proposed to be conductedassets.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted conducted. The Company is duly qualified and authorized to do business, and is in good standing as proposed a foreign corporation, in Virginia and in each other jurisdiction where the nature of its activities and of its properties makes such qualification necessary, except where a failure to be conducteddo so would not have a material adverse effect on the Company.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company is qualified as a foreign corporation and has all requisite corporate power is in good standing in each jurisdiction in which the conduct of its business or the assets and authority to carry on its businesses as now conducted and as proposed to be conductedproperties owned or leased by it require such qualification.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now presently conducted and as proposed to be conducted. The Company is not presently qualified to do business as a foreign corporation in any jurisdiction other than Georgia.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under Delaware Law. The Company has the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now it is presently being conducted and as proposed to be conductedown, lease or operate its properties and assets.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and has all is in good standing under the laws of said state, with requisite corporate power and authority to own its properties and assets and to carry on its businesses business as now conducted and as proposed to be currently conducted.. The Company is not in violation of any of the provisions of its Certificate of Incorporation (the “Certificate”)

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and by virtue of, the laws of Delaware and is in good standing under such laws. The Company has the laws of the State of Delaware and has all requisite corporate power to own and authority operate its properties and assets, and to carry on its businesses business as now presently 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 qualify would have a material adverse effect on its business or properties.

Organization and Standing. The Company is a corporation [type of company] duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to carry on own and operate its businesses as now conducted properties and as proposed assets, to be conductedexecute and deliver this Subscription Agreement, the Operating Agreement and any other agreements or instruments required hereunder.

Organization and Standing. The Company is a corporation duly organized, organized and ------------------------- validly existing and corporation in good standing under and by virtue of the laws of the State of Delaware and has all requisite corporate power and authority to carry on enter into and perform its businesses as now conducted obligations under this Agreement and as proposed to be conductedthe agreements and transactions contemplated hereby.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to carry on own or lease its properties and assets and conduct its businesses as it is now conducted and as proposed to be being conducted.

Organization and Standing. The Company is a corporation Company duly organized, ------------------------- organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power to own and authority operate its properties and assets and to carry on its businesses business as now conducted and presently conducted. The Company is qualified to do business as proposed to be conducteda foreign Company in the State of California.

Organization and Standing. The Company is a corporation duly organized, validly existing under, and in good standing under by virtue of, the laws of the State of Delaware Delaware, and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now presently conducted and as proposed to be conducted.

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

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and has all is in good standing under the laws of said state, with requisite corporate power and authority to own its properties and assets and to carry on its businesses business as now conducted and as proposed to be currently conducted. The Company is not in violation of any of the provisions of its Certificate of Incorporation (the “Certificate”) or Bylaws.

Organization and Standing. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all the requisite corporate power and authority to carry on conduct its businesses business as now it is presently being conducted and as proposed to be conductedown and operate its properties and assets.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses is in good standing as now conducted and as proposed to be conducteda corporation under the laws of Delaware.

Organization and Standing. The Company is a corporation duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to carry on its businesses operate, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as now conducted and as proposed to be conducteda foreign corporation in all jurisdictions.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted. The Company has been formed for the purpose of effecting the Acquisition, and has no assets or liabilities, and has conducted no business, other than such assets and liabilities which have been created or incurred, and such business as has been conducted, in connection with the effecting of such Acquisition.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be currently conducted.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing as a domestic corporation under the laws of said state and has all requisite corporate power and authority to carry on conduct its businesses business as now currently conducted and disclosed in the Offering Memorandum (as proposed to be conducteddefined below).

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company has the requisite legal and has all requisite corporate power to own all the properties owned by it, and authority to carry on conduct its businesses business as now conducted presently being and as proposed to be conductedconducted by it.

Organization and Standing. The Company is a corporation duly organized, validly existing incorporated and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to carry on its businesses as now conducted enter into and as proposed to be conductedconsummate the transactions described in this Agreement.

Organization and Standing. The Company is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power to own and authority operate its properties and assets, and to carry on its businesses business as now conducted and as proposed to be presently conducted.

Organization and Standing. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company is duly qualified to transact business and has all requisite corporate power and authority to carry on is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its businesses as now conducted and as proposed assets or properties or conduct of its business requires such qualification, except where the failure to be conducted.so qualified or in good standing is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. As used in this Agreement, a “

Organization and Standing. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to carry on its businesses business as it has been and is now being conducted and as proposed to be conductedown, lease and operate its properties.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and has is in good standing as a domestic corporation under the laws of said state with all requisite corporate power and authority to carry on own, operate and lease its businesses properties and conduct its business as now conducted and as proposed to be presently conducted.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing, under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted presently conducted. The Company is presently qualified to do business as a foreign corporation, and as proposed is in good standing in those jurisdictions in which the nature of its business and properties makes such qualification necessary and in which the failure to be conductedso qualified would have a material adverse effect on the business or financial condition of the Company.

Organization and Standing. The (a) Upon execution of this Agreement, the Company is shall be a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite with full corporate power and authority to carry on own, lease, use and operate its businesses properties and to conduct its business as and where now conducted owned, leased, used, operated and as proposed to be conducted.

Organization and Standing. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own its properties and assets and to carry on its businesses business as it is now conducted being conducted. The Company has provided to the Investors true and correct copies of the Company's certificate of incorporation and by-laws, each as proposed to be conductedamended through the date of this Agreement.

Organization and Standing. The Company represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted.

Organization and Standing. (a) The Company is a corporation duly organized, validly existing and in good standing under Delaware Law. The Company has the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses respective business as now it is presently being conducted and as proposed to be conductedown, lease or operate its respective properties and assets. The Company is not in violation of its certificate of incorporation or bylaws, and the Company has not been in violation of its certificate of incorporation or bylaws at any time in the past five (5) years.

Organization and Standing. (a) The Company is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted presently conducted. The Company has made available to the Purchaser true and correct copies of its certificate of incorporation and bylaws, each as proposed amended to be conducteddate and its share ledger as at the date of Closing.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its businesses business as now presently conducted and as proposed to be conductedconducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. The Company is duly qualified to do business as a foreign corporation and is in good standing in the Commonwealth of Massachusetts and in every other jurisdiction in which the failure to so qualify would have a material adverse effect on the operations or financial condition of the Company.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as now conducted being conducted. The Company is qualified to do business and is in good standing as proposed a foreign corporation in every jurisdiction in which the failure to be conductedso qualify would have a material adverse effect on the financial condition or business of the Company.

Organization and Standing. (a) The Company is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted presently conducted. The Company has made available to the Purchasers true and correct copies of its certificate of incorporation and bylaws, each as proposed amended to be conducteddate.

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

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be presently conducted.

Organization and Standing. The Company is a corporation duly organizedorganized and existing under, validly existing and in good standing under by virtue of, the laws of the State of Delaware Delaware, is in good standing under such laws and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the Company’s business. The Company has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its businesses business as now presently conducted and as currently proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company is duly qualified to do business and has is in good standing in all requisite corporate power and authority to carry on jurisdictions where its businesses as now conducted and as proposed ownership or leasing of property or assets or its conduct of business requires it to be conductedso qualified.

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted and as proposed to be presently conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. It has all requisite necessary governmental approvals and permits and required corporate power and authority to own its property and to carry on its businesses as now the business presently conducted and as proposed to be conductedby it.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and in all other jurisdictions where the failure to qualify as a foreign corporation would have a Material Adverse Effect, and has all requisite the corporate power and authority to carry on conduct its businesses business as now conducted and as proposed to be it is presently conducted.

Organization and Standing. The Company is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its businesses business as now presently conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware, United States of America.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its businesses business as now presently conducted and as proposed to be conductedconducted by it and to enter into and perform this Agreement and all other agreements required to be executed by the Company at or prior to the Closing pursuant to Section 2 (the "Ancillary Agreements") and to carry out the transactions contemplated by this Agreement and the Ancillary Agreements.

Organization and Standing. The Company has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite with corporate power and authority to carry on own, lease and operate its businesses properties, to conduct its business as now currently conducted and as proposed to be conductedenter into and perform its obligations under this Agreement.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted.. 2.2

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power, qualification and authority, corporate power or otherwise, to own, lease and authority to operate its properties and assets and carry on its businesses business as and in the places where such properties and assets are now conducted and as proposed to be owned, leased or operated or such business is now being conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its businesses business as now presently conducted and as proposed to be conductedconducted by it and to enter into this Agreement and to carry out the transactions contemplated by this Agreement.

Organization and Standing. The Company is a corporation duly organized, ------------------------- validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to carry on own or lease its properties and conduct its businesses as it is now conducted and as proposed to be being conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate full power and authority to carry on its businesses respective business as and where such business is now being conducted and as proposed to be conductedown, lease and operate the properties and assets now owned or operated by it and is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification.

Organization and Standing. The Company is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its businesses business as now presently conducted and as proposed to be conducted. The Company has delivered to each Lender, prior to the execution of this Agreement, complete and correct copies of its Articles of Incorporation and Bylaws.

Organization and Standing. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority corporate authority, and has taken all corporate action necessary, to carry on execute and deliver this Agreement, to issue the Purchased Common Stock, to consummate the other transactions contemplated hereby and to perform each of its businesses as now conducted and as proposed to be conductedobligations hereunder.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority (corporate and other) to enter into and perform this Agreement, to issue the Issued Preferred Stock and to carry on its businesses as now conducted and as proposed to be conductedout the terms hereof.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate full power and authority to own its assets and properties and to carry on its businesses business as now conducted presently conducted. The Company is duly qualified and authorized to do business, and is in good standing as proposed a foreign corporation, in each jurisdiction where the nature of its activities or of its properties (both owned and leased) make such qualification necessary, except where the failure to be conductedso qualify would not have a Material Adverse Effect.

Organization and Standing. 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 Delaware and Delaware. The Company has all requisite corporate power and authority to own, operate and lease its assets and properties, and to carry on its businesses business as now conducted and as proposed to be presently conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power to own and authority operate its properties and assets and to carry on its businesses business as now presently conducted. The Company is qualified to do business in all jurisdictions in which the nature of the business conducted and as proposed to be conductedby it makes such qualification necessary.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and conducted. Company is qualified or licensed to do business as proposed a foreign corporation in all jurisdictions where such qualification or licensing is required, except where the failure to be conductedso qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect upon Company.

Organization and Standing. The Company is a corporation duly organizedorganized and existing under, validly existing and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted and as proposed to be presently conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority to carry on its businesses as now conducted enter into this Agreement and as proposed to be conductedconsummate the transactions contemplated hereby.

Organization and Standing. The Company is a corporation duly ------------------------- organized, validly existing exisiting and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conducted.Delaware; and

Organization and Standing. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses is in good standing as now conducted and as proposed to be conducteda domestic corporation under the laws of said state.

Organization and Standing. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted conducted. The Company is qualified as a foreign corporation and as proposed is in good standing in all jurisdictions where such qualification is required, except where the failure to so qualify or be conductedin good standing would not have a material adverse effect upon the business, results of operations or financial condition of the Company.

Organization and Standing. The Company is a corporation ------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted.