Common use of Corporate Existence; Good Standing; Corporate Authority Clause in Contracts

Corporate Existence; Good Standing; Corporate Authority. (a) Parent is a corporation duly incorporated, validly existing and in good standing under the Applicable Laws of the State of Florida. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Parent is duly qualified to conduct business and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the ownership, operation or lease of its property or the nature of Parent’s business requires such qualification, except for jurisdictions in which any failures to be so qualified or to be in good standing, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Parent Material Adverse Effect. Parent and Merger Sub each have all requisite corporate power and authority to own or lease and operate their respective properties and assets and to carry on their businesses as they are currently being conducted. Each of the Articles of Incorporation and Bylaws of Parent (the “Parent Charter Documents”) is in full force and effect, and except as set forth in Section 3.1 of the Parent Disclosure Letter, has not been amended or modified and has not been terminated, superseded or revoked. Parent is not in violation of the Parent Charter Documents. (b) The minute books of Parent, which shall be exhibited to the Company between the date hereof and the Closing Date, each contain true, correct and complete minutes and records of all meetings, proceedings and other actions of the shareholders, Boards of Directors and committees of such Boards of Directors of Parent, if any, except where such would not have a Material Adverse Effect and, on the Closing Date, will, to the best of Parent’s Knowledge contain true, correct and complete minutes and records of any meetings, proceedings and other actions of the shareholders and the Board of Directors and committees of such Board of Directors of Parent.

Corporate Existence; Good Standing; Corporate Authority. (a) Parent The Company is a corporation duly incorporated, validly existing and in good standing under the Applicable Laws of the State of Florida. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Parent The Company is duly qualified to conduct business and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the ownership, operation or lease of its property or the nature of Parentthe Company’s business requires such qualification, except for jurisdictions in which any failures to be so qualified or to be in good standing, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Parent Company Material Adverse Effect. Parent and Merger Sub each have The Company has all requisite corporate power and authority to own or lease and operate their respective its properties and assets and to carry on their businesses its business as they are it is currently being conducted. Each of the Articles Certificate of Incorporation (including any and all Certificates of Designations) as amended and Bylaws of Parent the Company (the “Parent Company Charter Documents”) ), is in full force and effect, and except as set forth in Section 3.1 of the Parent Disclosure Letter, has not been amended or modified and has not been terminated, superseded or revoked. Parent The Company is not in violation of the Parent Company Charter Documents. The Company has delivered true and complete copies of the Company Charter Documents to Parent, certified as applicable by Secretary of State or other authorized official of the jurisdiction of incorporation. (b) The minute books of Parentthe Company, which shall be exhibited to the Company Parent between the date hereof and the Closing Date, each contain true, correct and complete minutes and records of all meetings, proceedings and other actions of the shareholders, Boards of Directors and committees of such Boards of Directors of Parentthe Company, if any, except where such would not have a Material Adverse Effect and, on the Closing Date, will, to the best of Parentthe Company’s Knowledge knowledge contain true, correct and complete minutes and records of any meetings, proceedings and other actions of the shareholders and the Board of Directors and committees of such Board of Directors of Parentthe Company.

Corporate Existence; Good Standing; Corporate Authority. (a) Parent is a corporation duly incorporated, validly existing and in good standing under the Applicable Laws of the State of FloridaDelaware. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware. Parent is and Merger Sub are duly qualified to conduct business and is are in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the ownership, operation or lease of its property their respective properties or the nature of Parent’s business their respective businesses requires such qualification, except for jurisdictions in which any failures to be so qualified or to be in good standing, individually or in the aggregate, have do not had or caused and would not reasonably be expected to have or cause constitute a Parent Material Adverse Effect. Parent and Merger Sub each have all requisite corporate power and authority to own or lease and operate their respective properties and assets and to carry on their respective businesses as they are currently being conducted. Each Parent has delivered to the Company true, accurate and complete copies of (a) the Articles Amended and Restated Certificate of Incorporation and Bylaws the Second Amended and Restated By-laws of Parent Parent, each as amended to date (the “Parent Charter Documents”), and (b) the certificate of incorporation and bylaws of Merger Sub, each as amended to date (the “Merger Sub Charter Documents”), and each Parent Charter Document and Merger Sub Charter Document is in full force and effect, and except as set forth in Section 3.1 of the Parent Disclosure Letter, has not been amended or modified and has not been terminated, superseded or revoked. Parent is and Merger Sub are not in violation of the Parent Charter Documents or Merger Sub Charter Documents, as applicable. (b) The minute books of Parent, which shall be exhibited to the Company between the date hereof and the Closing Date, each contain true, correct and complete minutes and records of all meetings, proceedings and other actions of the shareholders, Boards of Directors and committees of such Boards of Directors of Parent, if any, except where such would not have a Material Adverse Effect and, on the Closing Date, will, to the best of Parent’s Knowledge contain true, correct and complete minutes and records of any meetings, proceedings and other actions of the shareholders and the Board of Directors and committees of such Board of Directors of Parent.

Corporate Existence; Good Standing; Corporate Authority. (a) Parent is a corporation duly incorporated, validly existing and in good standing under the Applicable Laws of the State of FloridaDelaware. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware. Parent is and Merger Sub are duly qualified to conduct business and is are in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the ownership, operation or lease of its property their respective properties or the nature of Parent’s business their respective businesses requires such qualification, except for jurisdictions in which any failures to be so qualified or to be in good standing, individually or in the aggregate, have do not had or caused and would not reasonably be expected to have or cause constitute a Parent Material Adverse Effect. Parent and Merger Sub each have all requisite corporate power and authority to own or lease and operate their respective properties and assets and to carry on their respective businesses as they are currently being conducted. Each Parent has delivered to the Company true, accurate and complete copies of (a) the Articles Second Amended and Restated Certificate of Incorporation (including any and all certificates of designation or other documentation relating to Parent Preferred Stock) and the Bylaws of Parent Parent, each as amended to date (the “Parent Charter Documents”), and (b) the certificate of incorporation and bylaws of Merger Sub, each as amended to date (the “Merger Sub Charter Documents”), and each Parent Charter Document and Merger Sub Charter Document is in full force and effect, and except as set forth in Section 3.1 of the Parent Disclosure Letter, has not otherwise been amended or modified and has not been terminated, superseded or revoked. Parent is and Merger Sub are not in violation of the Parent Charter Documents or Merger Sub Charter Documents, as applicable. (b) The minute books of Parent, which shall be exhibited to the Company between the date hereof and the Closing Date, each contain true, correct and complete minutes and records of all meetings, proceedings and other actions of the shareholders, Boards of Directors and committees of such Boards of Directors of Parent, if any, except where such would not have a Material Adverse Effect and, on the Closing Date, will, to the best of Parent’s Knowledge contain true, correct and complete minutes and records of any meetings, proceedings and other actions of the shareholders and the Board of Directors and committees of such Board of Directors of Parent.

Corporate Existence; Good Standing; Corporate Authority. (a) Parent is a corporation duly incorporated, validly existing and in good standing under the Applicable Laws of the State of FloridaNevada. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Parent is duly qualified to conduct business and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the ownership, operation or lease of its property or the nature of Parent’s business requires such qualification, except for jurisdictions in which any failures to be so qualified or to be in good standing, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Parent Material Adverse Effect. Parent and Merger Sub each have all requisite corporate power and authority to own or lease and operate their respective properties and assets and to carry on their businesses as they are currently being conducted. Each of the Articles of Incorporation and Bylaws of Parent (the “Parent Charter Documents”) is in full force and effect, and except as set forth in Section 3.1 4.1(a) of the Parent Disclosure Letter, has not been amended or modified and has not been terminated, superseded or revoked. Parent is not in violation of the Parent Charter Documents. (b) The minute books of Parent, which shall be exhibited to the Company between the date hereof and as of the Closing Date, each contain true, correct and complete minutes and records of all meetings, proceedings and other actions of the shareholdersstockholders, Boards of Directors and committees of such Boards of Directors of Parent, if any, except where such would not have a Material Adverse Effect and, on the Closing Date, will, to the best of Parent’s Knowledge contain true, correct and complete minutes and records of any meetings, proceedings and other actions of the shareholders stockholders and the Board of Directors and committees of such Board of Directors of Parent.

Corporate Existence; Good Standing; Corporate Authority. (a) Parent The Company is a corporation duly incorporated, validly existing and in good standing under the Applicable Laws of the State of Florida. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Parent The Company is duly qualified to conduct business and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the ownership, operation or lease of its property or the nature of Parentthe Company’s business requires such qualification, except for jurisdictions in which any failures to be so qualified or to be in good standing, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Parent Company Material Adverse Effect. Parent and Merger Sub each have The Company has all requisite corporate power and authority to own or lease and operate their respective its properties and assets and to carry on their businesses its business as they are it is currently being conducted. Each of the Articles Certificate of Incorporation (including any and all Certificates of Designations) as amended and Bylaws of Parent the Company (the “Parent Company Charter Documents”) ), is in full force and effect, and except as set forth in Section 3.1 of the Parent Disclosure Letter, has not been amended or modified and has not been terminated, superseded or revoked. Parent The Company is not in violation of the Parent Company Charter Documents. The Company has delivered true and complete copies of the Company Charter Documents to Parent, certified as applicable by Secretary of State or other authorized official of the jurisdiction of incorporation. (b) The minute books of Parentthe Company, which shall be exhibited to the Company Parent between the date hereof and the Closing Date, each contain true, correct and complete minutes and records of all meetings, proceedings and other actions of the shareholdersstockholders, Boards of Directors and committees of such Boards of Directors of Parentthe Company, if any, except where such would not have a Material Adverse Effect and, on the Closing Date, will, to the best of Parentthe Company’s Knowledge knowledge contain true, correct and complete minutes and records of any meetings, proceedings and other actions of the shareholders stockholders and the Board of Directors and committees of such Board of Directors of Parentthe Company.