Common use of Corporate Existence, Good Standing, and Authority Clause in Contracts

Corporate Existence, Good Standing, and Authority. CaptureQuest is a corporation duly organized, validly existing and in good standing under the laws of the state of Utah. CaptureQuest has full power and authority to carry on its business as now being conducted and is entitled to own, lease or operate the property and assets now owned, leased or operated by it. CaptureQuest is qualified to do business, is in good standing and possesses all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing or licensing (i) would, individually or in the aggregate, have or reasonably could be expected to have a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects of the Company (a "Material Adverse Effect"), or (ii) would result in a material breach of any of the other representations, warranties or covenants set forth in this Agreement. CaptureQuest has all requisite corporate power and corporate authority to enter into this Agreement all other agreements and documents contemplated hereby (the "Ancillary Agreements") and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements, when executed, will be, duly executed and delivered by the Selling Parties, has been authorized by all necessary action of CaptureQuest and constitutes a legal, valid and binding obligation of Selling Parties, enforceable against the Selling Parties in accordance with its terms, except as enforcement may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally.

Corporate Existence, Good Standing, and Authority. CaptureQuest The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Utah. CaptureQuest The Company has full power and authority to carry on its business as now being conducted and is entitled to own, lease or operate the property and assets now owned, leased or operated by it. CaptureQuest The Company is qualified to do business, is in good standing and possesses has all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing or licensing (i) would, individually or in the aggregate, have or reasonably could be expected to have a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects of the Company (a "Material Adverse Effect"), or (ii) would result in a material breach of any of the other representations, warranties or covenants set forth in this Agreement. CaptureQuest The Company has all requisite corporate power and corporate authority to enter into this Agreement all other agreements and documents contemplated hereby (the "Ancillary Agreements") and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements, when executed, will be, duly executed and delivered by the Selling PartiesCompany and each of the Sellers, has been authorized by all necessary action of CaptureQuest the Company and constitutes a legal, valid and binding obligation of Selling Partiesthe Company and each of the Sellers, enforceable against the Selling Parties Company and each of the Sellers in accordance with its terms, except as enforcement may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally.

Corporate Existence, Good Standing, and Authority. CaptureQuest The Company is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of Utahincorporation. CaptureQuest The Company has full corporate power and corporate authority to carry on its business as now being conducted and is entitled to own, lease or operate the property and assets now owned, leased or operated by it. CaptureQuest The Company is qualified to do business, is in good standing and possesses has all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing or licensing (i) would, individually or in the aggregate, have or reasonably could be expected to have a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects of the Company (a "Material Adverse Effect"), or (ii) would result in a material breach of any of the other representations, warranties or covenants set forth in this Agreement. CaptureQuest The Company has all requisite corporate power and corporate authority to enter into this Agreement all other agreements and documents contemplated hereby (the "Ancillary Agreements") and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements, when executed, will be, duly executed and delivered by the Selling PartiesCompany and each of the Sellers, has been authorized by all necessary corporate action of CaptureQuest the Company and constitutes a legal, valid and binding obligation of Selling Partiesthe Company and each of the Sellers, enforceable against the Selling Parties Company and each of the Sellers in accordance with its terms, except as enforcement may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' creditors rights generally.

Corporate Existence, Good Standing, and Authority. CaptureQuest The Company is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of Utahincorporation. CaptureQuest The Company has full corporate power and corporate authority to carry on its business as now being conducted and is entitled to own, lease or operate the property and assets now owned, leased or operated by it. CaptureQuest The Company is qualified to do business, is in good standing and possesses has all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing or licensing (i) would, individually or in the aggregate, have or reasonably could be expected to have a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects of the Company (a "Material Adverse Effect"), or (ii) would result in a material breach of any of the other representations, warranties or covenants set forth in this Agreement. CaptureQuest The Company has all requisite corporate power and corporate authority to enter into this Agreement all other agreements and documents contemplated hereby (the "Ancillary Agreements") and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements, when executed, will be, duly executed and delivered by the Selling PartiesCompany and each of the Sellers, has been authorized by all necessary corporate action of CaptureQuest the Company and constitutes a legal, valid and binding obligation of Selling Partiesthe Company and each of the Sellers, enforceable against the Selling Parties Company and each of the Sellers in accordance with its terms, except as enforcement may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally.

Corporate Existence, Good Standing, and Authority. CaptureQuest The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of Utah. CaptureQuest The Company has full power and authority to carry on its business as now being conducted and is entitled to own, lease or operate the property and assets now owned, leased or operated by it. CaptureQuest The Company is qualified to do business, is in good standing and possesses has all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing or licensing (i) would, individually or in the aggregate, have or reasonably could be expected to have a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects of the Company (a "Material Adverse Effect"), or (ii) would result in a material breach of any of the other representations, warranties or covenants set forth in this Agreement. CaptureQuest The Company has all requisite corporate power and corporate authority to enter into this Agreement all other agreements and documents contemplated hereby (the "Ancillary Agreements") and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements, when executed, will be, duly executed and delivered by the Selling PartiesCompany and each of the Sellers, has been authorized by all necessary action of CaptureQuest the Company and constitutes a legal, valid and binding obligation of Selling Partiesthe Company and each of the Sellers, enforceable against the Selling Parties Company and each of the Sellers in accordance with its terms, except as enforcement may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally.