Common use of CORPORATE EXISTENCE; GOOD STANDING Clause in Contracts

CORPORATE EXISTENCE; GOOD STANDING. Contributor is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of Texas. Contributor has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Contributor does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Contributor a party to any joint venture or partnership. The Shareholders are the sole shareholders of Contributor and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Contributor's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Contributor are owned by Contributor in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Contributor on any matter, (b) securities of Contributor convertible into equity interests in Contributor, or (c) commitments, options, rights or warrants to issue any such equity interests in Contributor, to issue securities of Contributor convertible into such equity interests, or to redeem any securities of Contributor. No shares of capital stock of Contributor have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Contributor's stockholders. Contributor is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Contributor does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Contributor The Company is a [professional corporation or association, as applicable, ] duly organized, validly existing and in good standing under the laws of the State of Texas________________. Contributor The Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Contributor The Company does not own stock in or control, directly or indirectly, in any other corporation, association or business organization, nor is Contributor the Company a party to any joint venture or partnership, other than as set forth on Exhibit 2.1. The Shareholders are the sole shareholders of Contributor the Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT Exhibit 2.1. Each share of Contributor's Company common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Contributor the Company are owned by Contributor the Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Contributor the Company on any mattermatter (except as set forth in Exhibit 2.1), (b) securities of Contributor the Company convertible into equity interests in Contributorthe Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Contributorthe Company, to issue securities of Contributor the Company convertible into such equity interests, or to redeem any securities of Contributorthe Company. No shares of capital stock of Contributor the Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Contributorthe Company's stockholdersshareholders. Contributor The Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Contributor The Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1than_______________________.

CORPORATE EXISTENCE; GOOD STANDING. Contributor is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of Texas__________________. Contributor has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Contributor does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Contributor a party to any joint venture or partnership. The Shareholders are the sole shareholders of Contributor and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Contributor's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Contributor are owned by Contributor in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Contributor on any matter, (b) securities of Contributor convertible into equity interests in Contributor, or (c) commitments, options, rights or warrants to issue any such equity interests in Contributor, to issue securities of Contributor convertible into such equity interests, or to redeem any securities of Contributor. No shares of capital stock of Contributor have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Contributor's stockholders. Contributor is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Contributor does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Contributor is Contributors are each a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasArizona. Contributor has Contributors have all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Contributor does Contributors do not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Contributor are Contributors a party to any joint venture or partnership. The Shareholders are Shareholder is the sole shareholders shareholder of each Contributor and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1liens. Each share of each Contributor's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of either Contributor are owned by either Contributor in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Contributor Contributors on any matter, (b) securities of Contributor Contributors convertible into equity interests in ContributorContributors, or (c) commitments, options, rights or warrants to issue any such equity interests in ContributorContributors, to issue securities of Contributor Contributors convertible into such equity interests, or to redeem any securities of ContributorContributors. No shares of capital stock of Contributor Contributors have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Contributor's Contributors' stockholders. Contributor is Contributors are not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Contributor does Contributors do not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Contributor is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasNew Mexico. Contributor has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Contributor does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Contributor a party to any joint venture or partnership. The Shareholders are the sole shareholders of Contributor and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Contributor's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Contributor are owned by Contributor in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Contributor on any matter, (b) securities of Contributor convertible into equity interests in Contributor, or (c) commitments, options, rights or warrants to issue any such equity interests in Contributor, to issue securities of Contributor convertible into such equity interests, or to redeem any securities of Contributor. No shares of capital stock of Contributor have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Contributor's stockholders. Contributor is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Contributor does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Contributor The Company is a professional corporation or association, as applicable, _______________________ duly organized, validly existing and in good standing under the laws of the State of Texas________________. Contributor The Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Contributor The Company does not own stock in or control, directly or indirectly, in any other corporation, association or business organization, nor is Contributor the Company a party to any joint venture or partnership, other than as set forth on Exhibit 2.1. The Shareholders are the sole shareholders of Contributor the Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT Exhibit 2.1. Each share of Contributor's Company common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Contributor the Company are owned by Contributor the Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Contributor the Company on any mattermatter (except as set forth in Exhibit 2.1), (b) securities of Contributor the Company convertible into equity interests in Contributorthe Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Contributorthe Company, to issue securities of Contributor the Company convertible into such equity interests, or to redeem any securities of Contributorthe Company. No shares of capital stock of Contributor the Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Contributorthe Company's stockholdersshareholders. Contributor The Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Contributor The Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1_______________________________.

CORPORATE EXISTENCE; GOOD STANDING. Contributor is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasFlorida. Contributor has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Contributor does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Contributor a party to any joint venture or partnership. The Shareholders are the sole shareholders of Contributor and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Contributor's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Contributor are owned by Contributor in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Contributor on any matter, (b) securities of Contributor convertible into equity interests in Contributor, or (c) commitments, options, rights or warrants to issue any such equity interests in Contributor, to issue securities of Contributor convertible into such equity interests, or to redeem any securities of Contributor. No shares of capital stock of Contributor have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Contributor's stockholders. Contributor is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Contributor does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Contributor is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasColorado. Contributor has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Contributor does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Contributor a party to any joint venture or partnership. The Shareholders are the sole shareholders of Contributor and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Contributor's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Contributor are owned by Contributor in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Contributor on any matter, (b) securities of Contributor convertible into equity interests in Contributor, or (c) commitments, options, rights or warrants to issue any such equity interests in Contributor, to issue securities of Contributor convertible into such equity interests, or to redeem any securities of Contributor. No shares of capital stock of Contributor have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Contributor's stockholders. Contributor is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Contributor does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.

CORPORATE EXISTENCE; GOOD STANDING. Contributor is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of TexasNew York. Contributor has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Contributor does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Contributor a party to any joint venture or partnership. The Shareholders are the sole shareholders of Contributor and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Contributor's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Contributor are owned by Contributor in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Contributor on any matter, (b) securities of Contributor convertible into equity interests in Contributor, or (c) commitments, options, rights or warrants to issue any such equity interests in Contributor, to issue securities of Contributor convertible into such equity interests, or to redeem any securities of Contributor. No shares of capital stock of Contributor have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Contributor's stockholders. Contributor is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Contributor does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.