Common use of Due Incorporation and Qualification to Carry on Business Clause in Contracts

Due Incorporation and Qualification to Carry on Business. The Seller is a corporation duly incorporated and organized and is validly subsisting under the laws of the State of Texas and the Territory of the United States Virgin Islands. The Seller has all necessary right, power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder. The entry into, execution and delivery of this Agreement and the performance by the Seller of its obligations hereunder have been duly authorized and approved by all necessary corporate action of the board of directors of the Seller. The Seller has the corporate power to own its property and to carry on the Business as now being conducted by it. The Seller is duly qualified (and has all required permits, licenses, certificates and authorizations necessary) to transact and carry on the Business in the manner and to the extent currently carried on in all jurisdictions in which it presently carries on business and is so duly licensed or qualified in each jurisdiction whereby by virtue of the nature of the Business, such licensing and qualification is necessary except for such failures to be so qualified or licensed, if any, which, in the aggregate, would not have a Material Adverse Effect. The only jurisdictions in which the Seller carries on business or owns or leases property are set forth in Schedule 5.1.1 hereto.

Due Incorporation and Qualification to Carry on Business. The Seller is a corporation duly incorporated and organized and is validly subsisting under the laws of the State of Texas and the Territory of the United States Virgin IslandsOntario. The Seller has all necessary right, power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder. The entry into, execution and delivery of this Agreement and the performance by the Seller of its obligations hereunder have been duly authorized and approved by all necessary corporate action of the board of directors of the Seller. The Seller has the corporate power to own its property and to carry on the Business business as now being conducted by it. The Seller is duly qualified (and has all required permits, licenses, certificates and authorizations necessary) to transact and carry on the Business business in the manner and to the extent currently carried on in all jurisdictions in which it presently carries on business and is so duly licensed or qualified in each jurisdiction whereby by virtue of the nature of the Businessits business, such licensing and qualification is necessary except for such failures to be so qualified or licensed, if any, which, in the aggregate, would not have a Material Adverse EffectChange. The only jurisdictions in which the Seller carries on business or owns or leases property are set forth in Schedule 5.1.1 “D” hereto.

Due Incorporation and Qualification to Carry on Business. The Seller is a corporation duly incorporated and organized and is validly subsisting existing under the laws of the State of Texas and the Territory of the United States Virgin IslandsOntario. The Seller has all necessary right, power and authority to enter into, execute and deliver this Agreement and the Closing Documents and to perform its obligations hereunder. The entry into, execution and delivery of this Agreement and the Closing Documents and the performance by the Seller of its obligations hereunder and thereunder have been duly authorized and approved by all necessary corporate action of the board of directors of the Seller. The Seller has the corporate power to own its property and to carry on the Business as now being conducted by it. The Seller is duly qualified (and has all required permits, licenses, certificates and authorizations necessary) to transact and carry on the Business in the manner and to the extent currently carried on in all jurisdictions in which it presently carries on business and is so duly licensed or qualified in each jurisdiction whereby by virtue of the nature of the Business, such licensing and qualification is necessary except for such failures to be so qualified or licensed, if any, which, in the aggregate, would not have a Material Adverse Effect. The only jurisdictions in which the Seller carries on business or owns or leases property are set forth in Schedule 5.1.1 heretomaterial adverse effect.