Common use of Due Incorporation; Power and Authority Clause in Contracts

Due Incorporation; Power and Authority. Each of the Company and each of its Subsidiaries (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, other than any failures to so qualify or to be in good standing which, individually or in the aggregate, have not had and would not be reasonably expected to have a Material Adverse Effect, (c) has full corporate power and authority to own, lease and operate its properties and to conduct its businesses as they are currently conducted and (d) has full corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party.

Due Incorporation; Power and Authority. Each of Holdings and the Company and each of its Subsidiaries (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, other than any failures to so qualify or to be in good standing which, individually or in the aggregate, have not had and would not reasonably be reasonably expected to have a Material Adverse Effect, (c) has full all requisite corporate power and authority to own, lease and operate its properties and to conduct its businesses as they are currently conducted conducted, and (d) has full all requisite corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party.

Due Incorporation; Power and Authority. Each of the Company and each of its Subsidiaries (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, other than any failures to so qualify or to be in good standing which, individually or in the aggregate, have not had and would not be reasonably expected to have a Material Adverse Effect, (c) has full all requisite corporate power and authority to own, lease and operate its properties and to conduct its businesses as they are currently conducted conducted, and (d) has full all requisite corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party.

Due Incorporation; Power and Authority. Each of the Company Holdings and each of its Subsidiaries (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization, (b) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, other than any failures to so qualify or to be in good standing which, individually or in the aggregate, have not had and would not be reasonably expected to have a Material Adverse Effect, (c) has full corporate power and authority to own, lease and operate its properties and to conduct its businesses as they are currently conducted conducted, and (d) has full corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party.

Due Incorporation; Power and Authority. Each of the The Company and each of its Subsidiaries (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, other than any failures to so qualify or to be in good standing which, individually or in the aggregate, have not had and would not be reasonably expected to have a Material Adverse Effect, (c) has full all requisite corporate power and authority to own, lease and operate its properties and to conduct its businesses as they are currently conducted conducted, and (d) has full all requisite corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party.

Due Incorporation; Power and Authority. Each of the Company Parent and each of its Subsidiaries (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, other than any failures to so qualify or to be in good standing which, individually or in the aggregate, have not had and would not be reasonably expected to have a Material Adverse Effect, (c) has full all requisite corporate power and authority to own, lease and operate its properties and to conduct its businesses as they are currently conducted conducted, and (d) has full all requisite corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party.

Due Incorporation; Power and Authority. Each of the The Company and each of its Subsidiaries (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, other than any failures to so qualify or to be in good standing which, individually or in the aggregate, have not had and would not reasonably be reasonably expected to have a Company Material Adverse Effect, (c) has full all requisite corporate power and authority to own, lease and operate its material properties and to conduct its businesses as they are currently conducted conducted, and (d) has full all requisite corporate power and authority to enter into and perform its material obligations under each of the Transaction Documents to which it is a party.

Due Incorporation; Power and Authority. Each of the Company and -------------------------------------- each of its Subsidiaries (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, other than any failures to so qualify or to be in good standing which, individually or in the aggregate, have not had and would not be reasonably expected to have a Material Adverse Effect, (c) has full corporate power and authority to own, lease and operate its properties and to conduct its businesses as they are currently conducted conducted, and (d) has full corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party.

Due Incorporation; Power and Authority. Each of the The Company and each of its Subsidiaries (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, other than any failures to so qualify or to be in good standing which, individually or in the aggregate, have not had and would not be reasonably expected to have a Material Adverse Effect, (c) has full all requisite corporate power and authority to own, lease and operate its properties and to conduct its businesses as they are currently conducted conducted, and (d) has full all requisite corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party.

Due Incorporation; Power and Authority. Each of the Company Corel and each of its Subsidiaries subsidiaries (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified as a foreign corporation or an extra provincial corporation, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, other than any failures to so qualify or to be in good standing which, individually or in the aggregate, have not had and would could not be reasonably expected to have a Material Adverse Effect, Effect and (c) has full corporate power and authority to own, lease and operate its properties and to conduct its businesses as they are currently conducted and (d) conducted. Corel has full corporate power and authority to enter into and perform its obligations under each of this Agreement, the Registration Rights Agreement, the Preferred Shares, or the Technology Support and Settlement Agreement (collectively, the "Transaction Documents to which it is a partyDocuments").

Due Incorporation; Power and Authority. Each of the Company and each of its Subsidiaries (a) is a corporation or limited liability company duly incorporatedincorporated or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, other than any failures to so qualify or to be in good standing which, individually or in the aggregate, have not had and would not be reasonably expected to have a Material Adverse Effect, (c) has full all requisite corporate power and authority to own, lease and operate its properties and to conduct its businesses as they are currently conducted conducted, and (d) has full all requisite corporate power and authority to enter into and perform its obligations under each of the Transaction Basic Documents to which it is a party.