Common use of Organization and Standing Clause in Contracts

Organization and Standing. The Company is a duly organized corporation, validly existing and in good standing under the laws of the State of Nevada, has full power to carry on its business as and where such business is now being conducted and to own, 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 corporationorganized, validly existing existing, and in good standing under the laws of the State of Nevada, . The Company has full all requisite corporate power and authority to carry on its business as and where such business presently conducted. The Company is now being conducted and to own, 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 as a foreign corporation in each jurisdiction in which such qualification is required and where failure to be so qualified would not have a material adverse effect on the conduct of its Company’s business or the ownership of its properties requires such qualificationas now conducted.

Organization and Standing. The Company is a duly organized corporationorganized, validly existing existing, and in good standing under the laws of the State of Nevada, Nevada and has full all requisite power and authority to carry on own its properties and conduct its business as and where such business it is now being conducted conducted. The nature of the business and to own, lease and operate the character of the properties and assets now owned the Company owns or operated by it and is duly qualified leases do not make licensing or qualification of the Company as a foreign entity necessary under the laws of any other jurisdiction, except to do business and is in good standing in each jurisdiction where the conduct of its business extent such licensing or the ownership of its properties requires such qualificationqualification have already been obtained.

Organization and Standing. The Company is a corporation duly organized corporation, and validly existing under, and by virtue of, the laws of the State of Nevada and is in good standing under the laws of the State of Nevadasaid state, has full with requisite corporate power and authority to own its properties and assets and to carry on its business as and where such business currently conducted. The Company is now being conducted and to own, lease and operate not in violation of any of 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 provisions of its business Articles of Incorporation (the "Articles") or the ownership of its properties requires such qualificationBylaws.

Organization and Standing. (a) The Company is a corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of NevadaNevada with full corporate power and authority to own, has full power lease, use and operate its properties and to carry on conduct its business as and where such business it is now being conducted and to own, 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 qualificationcurrently conducted.

Organization and Standing. The Company is a duly organized corporationorganized, validly existing existing, and in good standing under the laws of the State of Nevada, Nevada and has full all requisite power and authority to carry on own its properties and conduct its business as and where such business it is now being conducted conducted. The nature of the business and to own, lease and operate the character of the properties and assets now owned the Company owns or operated by it and is duly qualified leases do not make licensing or qualification of such party as a foreign entity necessary under the laws of any other jurisdiction, except to do business and is in good standing in each jurisdiction where the conduct of its business extent such licensing or the ownership of its properties requires such qualificationqualification have already been obtained.

Organization and Standing. The Company is a duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, . The Company has full the corporate power and authority to own and operate its properties and assets and to carry on its business as and where such business is now being presently conducted and as proposed to own, lease and operate the properties and assets now owned or operated by it and be conducted. The Company is duly qualified to do business and is as a foreign entity in good standing every jurisdiction in each jurisdiction where which the conduct of its failure to be so qualified would have a material adverse effect on the Company's business as now conducted or the ownership of its properties requires such qualificationas proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized corporation, validly and existing and in good standing under the laws of the State of NevadaNevada and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets, has full power and to carry on its business as and where such business is now being conducted and to own, 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 qualificationpresently conducted.

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing under, and by virtue of, the laws of Nevada, and is in good standing under the laws of the State of Nevada, such laws. The Company has full all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as and where such business is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and presently conducted. The Company is duly qualified and authorized to do transact business and is in good standing as a foreign corporation in each jurisdiction where in which the conduct of failure to so qualify would have a material adverse effect on its business business, properties or the ownership of its properties requires such qualificationfinancial condition.

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, Nevada and has full corporate power and authority to carry on conduct its business as and where such business is now being presently conducted and as proposed to own, lease and operate the properties and assets now owned or operated be conducted by it and is duly qualified to do business enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. The Company has at all times complied with all provisions of its Certificate of Incorporation and By-laws and is not in good standing default under, or in each jurisdiction where the conduct of its business or the ownership of its properties requires violation of, any such qualificationprovision.

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing under, and in good standing under by virtue of, the laws of the State of Nevada, and is in good standing under such laws. The Company has full all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as and where such business is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and presently conducted. The Company is duly qualified and authorized to do transact business and is in good standing as a foreign corporation in each jurisdiction where in which the conduct of failure to so qualify would have a material adverse effect on its business business, properties or the ownership of its properties requires such qualificationfinancial condition.

Organization and Standing. The Company is a duly organized corporationcorporation dully organized, validly existing and in good standing under the laws of the State of Nevada, Nevada and has full corporate power and authority to carry on conduct its business as and where such business is now being presently conducted and as proposed to ownbe conducted by it, lease and operate to enter into and perform this Agreement, to issue the properties Shares hereunder and assets now owned or operated to carry out the transactions contemplated 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 qualificationthis Agreement.

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada. The Company has the requisite corporate power to own and operate its properties and assets, has full power and to carry on its business as and where such business is now being presently conducted and as proposed to own, 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 qualificationbe conducted.

Organization and Standing. The Company is a corporation duly organized corporation, and validly existing under, and by virtue of, the laws of the State of Nevada and is in good standing under the laws of the State of Nevadasaid state, has full with requisite corporate power and authority to own its properties and assets and to carry on its business as and where such business currently conducted. The Company is now being conducted and to own, lease and operate not in violation of any of 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 provisions of its business Certificate of Incorporation (the “Certificate”) or the ownership of its properties requires such qualificationBylaws.

Organization and Standing. The Company is a business corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, has full power to carry on its business as and where such business . The Company is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and is duly qualified to do transact business and is in good standing in each jurisdiction all jurisdictions where the conduct of its business or the ownership of its properties requires activities require such qualification.

Organization and Standing. The Company is a corporation duly organized corporationformed, validly existing and in good standing under the laws of the State of Nevada, . The Company has full all requisite power and authority to carry on its business as and where such business is now being conducted and to own, lease own and operate the its properties and assets now owned assets, to execute and deliver this Subscription Agreement and any other agreements 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 qualificationinstruments required hereunder.

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

Organization and Standing. The Company is a duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, has full power to carry on its business as and where such business is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and . The Company is duly qualified to do business and is in good standing the states of the United States in each jurisdiction where which the character of the properties owned or leased by it or in which the conduct of its business or requires it to be so qualified, except where the ownership of its properties requires such qualificationfailure to be so qualified would not have a Material Adverse Effect on the Company.

Organization and Standing. The Company is a duly organized corporationorganized, validly existing existing, and in good standing under the laws of the State of Nevada, Nevada and has full all requisite power and authority to carry on own its properties and conduct its business as and where such business it is now being conducted conducted. The nature of the business and to own, lease and operate the character of the properties and assets now owned Company owns or operated by it and is duly qualified leases do not make licensing or qualification of Company as a foreign entity necessary under the laws of any other jurisdiction, except to do business and is in good standing in each jurisdiction where the conduct of its business extent such licensing or the ownership of its properties requires such qualificationqualification have already been obtained.

Organization and Standing. The Company is a duly organized corporation, validly existing and in good standing under the laws of the State of Nevada, has full power to carry on its business as and where such business is now being conducted and to own, 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 corporationorganized, validly existing and in good standing under the laws of the State of Nevada, . The Company has full all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as and where such business is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and presently conducted. The Company is duly qualified and authorized to do transact business and is in good standing as a foreign corporation in each jurisdiction where in which the conduct of failure to so qualify would have a material adverse effect on its business business, properties or the ownership of its properties requires such qualificationfinancial condition.

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, Nevada and has full corporate power and authority to carry on conduct its business as and where such business is now being presently conducted and as proposed to own, lease and operate the properties and assets now owned or operated be conducted by it and is duly qualified to do business enter into and is in good standing in each jurisdiction where perform this Agreement and to carry out the conduct of its business or the ownership of its properties requires such qualificationtransactions contemplated by this Agreement.

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, Nevada and has full all requisite corporate power and authority to carry on its business as and where such business is now being conducted and as proposed to own, 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 qualificationbe conducted.

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing existing, and in good standing under the laws of the State of Nevada, . The Company has full all requisite corporate power and authority to carry on its business as and where such business is now being conducted and to own, 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 qualificationpresently conducted.

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

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, Nevada and has full corporate power and authority to carry on conduct its business as and where such business is now being presently conducted and as proposed to own, lease and operate the properties and assets now owned or operated be conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated hereby. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where in which the conduct nature of its the business transacted by it or the ownership character or location of its properties requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect.

Organization and Standing. 4.1.1 The Company is a duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, Nevada and has full corporate power to carry on its business as and where such business is now being conducted and authority to own, lease and operate the or otherwise hold its 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 qualificationas presently conducted.

Organization and Standing. The Company is a corporation duly organized corporationand existing under, validly existing and in good standing under by virtue of, the laws of the State of NevadaNevada and is in good standing under such laws. The Company has the requisite corporate power and authority to own and operate its properties and assets, has full power and to carry on its business as and where such business presently conducted. The Company is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and is duly presently qualified to do business as a foreign corporation in Arizona and there is no other jurisdiction in good standing in each jurisdiction where which the conduct of its failure to be so qualified would have a material adverse effect on the business or financial condition of the ownership of its properties requires such qualificationCompany.

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, Nevada and has full the corporate power and authority to carry on its business as and where such business it is now being conducted and to own, 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 qualificationconducted.

Organization and Standing. The Company is a duly organized corporation, validly existing and in good standing under the laws of the State of Nevada, has full power to carry on its business as and where such business is now being conducted and to own, 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 has been duly incorporated and is a duly organized corporation, validly existing and as a corporation in good standing under the laws of the State of Nevada, has full corporate power and authority to carry on own or lease its properties and conduct its business as and where such business is now being conducted and to ownpresently conducted, lease and operate the properties and assets now owned or operated by it and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction 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 conduct failure to be so qualified would not have a material adverse effect on the business, properties, financial condition or results or operations of its business or the ownership of its properties requires such qualificationCompany.

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, has full Nevada with all requisite corporate power and authority to enter into this Agreement to own and to lease its property and to carry on its business as and where such business is now being conducted and to own, 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 qualificationconducted.

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, Nevada and has full corporate power and authority to carry on conduct its business as and where such business is now being presently conducted and as proposed to own, lease and operate the properties and assets now owned or operated be conducted by it and is duly qualified to do business enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. The Company has at all times complied with all provisions of its Certificate of Incorporation and By-laws and is not in good standing default under, or in each jurisdiction where the conduct of its business or the ownership of its properties requires violation of, any such qualification.provision. XL Generation International Inc. - Securities Purchase Agreement

Organization and Standing. 4.1.1 The Company is a corporation duly organized corporationorganized, validly existing existing, and in good standing under the laws of the State of Nevada, Nevada and has the full power and authority (corporate and otherwise) to carry on its business in the places and as and where such business it is now being conducted and to own, own and lease and operate the properties and assets which it now owned owns 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 qualificationleases. The Company does not have any subsidiaries.

Organization and Standing. The Company is a corporation duly organized corporation, and validly existing under, and by virtue of, the laws of the State of Nevada and is in good standing under such laws. The Company is duly qualified or licensed as a corporation in good standing under the laws of each jurisdiction wherein failure to so qualify could reasonably be expected to have a Materially Adverse Effect (as defined below). The Company has the State of Nevadarequisite corporate power to own and operate its properties and assets, has full power and to carry on its business as and where such business is now being presently conducted and as proposed to own, 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 qualificationbe conducted.

Organization and Standing. The Company is a corporation duly organized corporation------------------------- organized, validly existing and in good standing and validly existing under the laws of the State of Nevada, Nevada and has full requisite corporate power to own and operate its properties and assets and carry on its business as and where such business is now being conducted and to own, 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 qualificationpresently conducted.

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, and has full corporate power and authority to carry on execute the Agreement and perform its business as and where such business is now being conducted and to own, 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 qualificationobligations hereunder.

Organization and Standing. The Company is a duly corporation organized corporation, validly and existing and in good standing under the laws of the State of Nevada, has with full power to carry on its business as and where such business is now being conducted and authority to own, lease and operate the its properties and assets now owned or operated by it and is duly qualified to do carry on its business and is in good standing in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualificationoperations.

Organization and Standing. The Company is a duly organized corporation, validly existing and in good standing under the laws of the State of Nevada, has full power to carry on its business as and where such business is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and is duly qualified to do business and asnd 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 corporationorganized, validly existing and in good standing under the laws of the State of Nevada, has full Nevada with requisite power to carry on its business as and where such business is now being conducted and authority to own, lease and operate the properties its property and assets and to carry on the Business as now owned or operated by it conducted. The Company has delivered to Buyer true and is duly qualified correct copies of the Company’s Articles and Bylaws, each as amended 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 qualificationdate.

Organization and Standing. The Company is a corporation duly organized corporation, and validly existing and in good standing under the laws of the State of Nevada, Nevada and is in good standing under such laws. The Company has full the requisite corporate power and authority to own and operate its properties and assets and to carry on its business as and where such business is now being currently conducted and as proposed to own, 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 qualificationbe conducted.

Organization and Standing. The Company Business is a corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of NevadaNevada and has all requisite corporate power and authority to own, has full power to operate and lease its properties and carry on its business as and where such business is now being conducted and to ownconducted, 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 qualificationbusiness.

Organization and Standing. The Company is a corporation duly organized corporation, validly existing and in good standing under the laws of the State of Nevada, has full Nevada with all requisite corporate power and authority to enter into this Agreement to own and to lease its property and to carry on its business as and where such business is now being conducted and to own, 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 qualificationconducted.

Organization and Standing. The Company is a corporation duly organized corporationorganized, validly existing and in good standing under the laws of the State of Nevada, Nevada and has full corporate power and authority to carry on conduct its business as and where such business is now being presently conducted and as proposed to own, lease and operate the properties and assets now owned or operated be conducted by it and is duly qualified to do business enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. The Company has at all times complied with all provisions of its Certificate of Incorporation and By-laws and is not in good standing default under, or in each jurisdiction where the conduct of its business or the ownership of its properties requires violation of, any such qualification.provision. Securities Purchase Agreement --------------------------------------------------------------------------------

Organization and Standing. The Company is a corporation duly ------------------------- organized corporation, validly and existing and in good standing under the laws of the State of NevadaNevada and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets, has full power and to carry on its business as and where such business is now being conducted and to own, 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 qualificationpresently conducted.