Common use of Corporate Existence and Power; Subsidiaries Clause in Contracts

Corporate Existence and Power; Subsidiaries. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and has all corporate powers required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect. For the purposes of this Agreement, the term "Material Adverse Effect" means, with respect to the Company, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's condition (financial or other), business, properties, assets, liabilities (including contingent liabilities) or results of operations, taken as a whole. For the purposes of this Agreement, the term "Subsidiary" or "Subsidiaries" means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's only Subsidiaries are Protocall Software Delivery Systems, Inc. and Precision Type, Inc. Each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such Subsidiary.

Corporate Existence and Power; Subsidiaries. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and has all corporate powers required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect. For the purposes of this Agreement, the term "“Material Adverse Effect" ” means, with respect to the Company, any circumstance, change in or effect on the Company that could reasonably be expected to have a material adverse effect on the Company's ’s condition (financial or other), business, properties, assets, liabilities (including contingent liabilities) or results of operations, taken as a whole. For the purposes of this Agreement, the term "“Subsidiary" ” or "“Subsidiaries" ” means, with respect to any entity, any corporation or other organization of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity or of which such entity is a partner or is, directly or indirectly, the beneficial owner of 50% or more of any class of equity securities or equivalent profit participation interests. The Company's ’s only Subsidiaries are Protocall Software Delivery Systems, Inc. and Precision Type, Inc. Each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on such Subsidiary.