Common use of Due Incorporation; Foreign Qualification Clause in Contracts

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. (a) WLS Alynx is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of DelawareNevada, with all requisite power and authority to own, lease and operate its properties and to carry on its business businesses 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 they are now being owned, leased, operated and conducted. To the Knowledge of WLSAlynx, each of WLS and the Subsidiaries Alynx is qualified or licensed to do business business, and is in good standing standing, as a foreign company corporation in each jurisdiction where the nature of the its properties owned, leased or operated by it it, and the business transacted by it 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 an Alynx Material Adverse Effect. True, correct and complete copies of the Certificate of Incorporation and Bylaws of each of WLS and the SubsidiariesAlynx, each as amended or restated as of the date hereof, have been, or prior to the Closing Date shall have been, delivered to URMTarget. All minutes of meetings (or written consents in lieu of meetings) of the Board of Directors (and all committees thereof) of Alynx, and all minutes of meetings (or written consents in lieu of meetings) of the shareholders of Alynx, in each case having occurred since January 1, 2006, have been, or prior to the Closing Date will have been, delivered to Target. Except for with respect to the ownership by WLS Alynx of all of the issued and outstanding capital stock of the SubsidiariesMerger Sub, neither of WLS or the Subsidiaries Alynx (a) has any no wholly or partially owned subsidiaries, or subsidiaries and (b) owns any no economic, voting or management interests interest in any other Person.