Due Incorporation; Foreign Qualification. FOXO is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. True, correct and complete copies of the Certificate of Incorporation and Bylaws of FOXO have been delivered to Rennova through the FOXO SEC Reports (as defined below). Except as disclosed in the FOXO SEC Reports, FOXO does not have any wholly or partially owned Subsidiaries and does not own any economic, voting or management interests in any other Person. FOXO is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in or cause a FOXO Material Adverse Effect.
Due Incorporation; Foreign Qualification. Rennova is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. True, correct and complete copies of the Articles of Incorporation and Bylaws of Rennova have been delivered to FOXO. Rennova owns 98.4% of the equity interests of Myrtle. Rennova is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in or cause a Rennova Material Adverse Effect. Myrtle is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. True, correct and complete copies of the Articles of Incorporation and Bylaws of Myrtle have been delivered to FOXO. Myrtle is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in or cause a Rennova Material Adverse Effect.
Due Incorporation; Foreign Qualification. (a) WLS is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. Each of the Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Florida, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. To the Knowledge of WLS, each of WLS and the Subsidiaries is qualified or licensed to do business and is in good standing as a foreign company in each jurisdiction where the nature of the properties owned, leased or operated by it and the business transacted by it requires such qualification or licensing, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have a WLS Material Adverse Effect. True, correct and complete copies of the Certificate of Incorporation and Bylaws of each of WLS and the Subsidiaries, each as amended or restated as of the date hereof, have been, or prior to the Closing Date shall have been, delivered to URM. Except for the ownership by WLS of all of the outstanding stock of the Subsidiaries, neither of WLS or the Subsidiaries has any wholly or partially owned subsidiaries, or owns any economic, voting or management interests in any other Person.
Due Incorporation; Foreign Qualification. PSMH is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. UCMC is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. True, correct and complete copies of the Articles of Incorporation and Bylaws of PSMH and UCMC have been delivered to Founders and the Member. PSMH has only one subsidiary, namely PSMI, which has only one subsidiary, namely UCMC and except for ownership of PSMI by PSMH, neither PSMH nor UCMC owns any economic, voting or management interests in any other Person. Each of PSMH and UCMC is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in or cause a PSMH Material Adverse Effect.
Due Incorporation; Foreign Qualification. URM is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with all requisite power and authority to own, lease and operate its properties and to carry on its businesses as they are now being owned, leased, operated and conducted. To the Knowledge of URM, URM is qualified or licensed to do business, and is in good standing, as a foreign corporation in each jurisdiction where the nature of its properties owned, leased or operated by it, and the business transacted by it, requires such qualification or licensing, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have an URM Material Adverse Effect. True, correct and complete copies of the Certificate of Incorporation and Bylaws of URM, each as amended or restated as of the date hereof, have been, or prior to the Closing Date shall have been, delivered to WLS. URM (a) has no wholly or partially owned subsidiaries and (b) owns no economic, voting or management interest in any other Person.
Due Incorporation; Foreign Qualification. Each of SYSX and MergerSub are corporations duly organized, validly existing and in good standing under the Laws of the State of Nevada, with all requisite power and authority to own, lease and operate their properties and to carry on their businesses as they are presently operated. True, correct and complete copies of the current Articles of Incorporation and Bylaws of SYSX and MergerSub have been delivered to TTM. SYSX does not have any wholly or partially owned subsidiaries other than the MergerSub and Sysorex Government Services, Inc. and does not own any economic, voting or management interests in any other Person. SYSX will be the sole shareholder of the MergerSub at Closing. SYSX is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, does not or would not reasonably be expected to result in a “SYSX Material Adverse Effect.”
Due Incorporation; Foreign Qualification. Fidelity is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. True, correct and complete copies of the Articles of Incorporation and Bylaws of Fidelity have been delivered to PSMH and UCMC. Fidelity does not have any wholly or partially owned subsidiaries and does not own any economic, voting or management interests in any other Person. The Shareholders are, and will be at Closing, the sole shareholders of Fidelity. Fidelity is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in or cause an Fidelity Material Adverse Effect.
Due Incorporation; Foreign Qualification. Knowledge Machine is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with all requisite power and authority to own, lease and operate its properties and to carry on its businesses as they are now being owned, leased, operated, and conducted.
Due Incorporation; Foreign Qualification. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with all requisite power and authority to own, lease, and operate its properties and to carry on its businesses as they are now being owned, leased, operated, and conducted. The Purchaser (a) has no wholly or partially owned subsidiaries and (b) owns no economic, voting or management interest in any other Person.
Due Incorporation; Foreign Qualification. Heatwurx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. True, correct and complete copies of the Articles of Incorporation and Bylaws of Heatwurx have been delivered to Dr. Pave and the Members. Heatwurx does not have any wholly or partially owned subsidiaries and does not own any economic, voting or management interests in any other Person. Heatwurx is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in or cause a Heatwurx Material Adverse Effect.
