Common use of Due Incorporation; Foreign Qualification Clause in Contracts

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. 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 Fidelity and the MemberShareholders. 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. 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 IMP and the MemberShareholder. 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. 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 Brookside and the MemberMembers. 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.