Common use of Due Organization and Qualification; Subsidiaries; Due Authorization Clause in Contracts

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Acquisition and each subsidiary of Acquisition is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, with full power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Acquisition and each subsidiary of Acquisition is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Acquisition taken as a whole. 6 (b) Acquisition and each subsidiary of Acquisition does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, except as set forth on Schedule 3.1. (c) Acquisition has requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Acquisition has taken all action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Acquisition, enforceable against Acquisition in accordance with its terms, except as may be affected by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (ai) Acquisition EXVG and EVUSA are each subsidiary of Acquisition is an entity a corporation duly organized, validly existing and in good standing under in the laws state of its jurisdiction of formation, respective incorporation with full corporate power and authority to own, lease and operate its business respective businesses and properties and to carry on its business such businesses in the places and in the manner as presently conducted or proposed to be conducted. Acquisition EXVG and each subsidiary of Acquisition is EVUSA are in good standing as a foreign corporation corporations in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it them requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Acquisition taken as a whole. 6 (b) Acquisition and each subsidiary of Acquisition does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, except as set forth on Schedule 3.1EXVG. (cii) Acquisition EXVG and EVUSA each has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions Transaction contemplated hereby and thereby. Acquisition has EXVG and EVUSA have taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions Transaction contemplated hereby, and this Agreement constitutes the valid and binding obligation of AcquisitionEXVG and EVUSA, enforceable against Acquisition EXVG and EVUSA in accordance with its terms, except as may be affected by bankruptcy, insolvency insolvency, moratoria or other similar laws affecting the enforcement of creditors' ’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Acquisition and each subsidiary of Acquisition Virtual Edge is an entity a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of formation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. Acquisition and each subsidiary of Acquisition Virtual Edge is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect Material Adverse Effect on the business of Acquisition Virtual Edge taken as a whole. 6. (b) Acquisition and each subsidiary of Acquisition Except as disclosed in Schedule 3.1(b), Virtual Edge does not own, --------------- directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, except as set forth on Schedule 3.1. (c) Acquisition Each of Virtual Edge and the Seller has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Acquisition Each of Virtual Edge and the Seller has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Acquisitioneach of Virtual Edge and the Seller, enforceable against Acquisition each of Virtual Edge and the Seller in accordance with its respective terms, except as may be affected by bankruptcy, insolvency insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Acquisition and each subsidiary of Acquisition Lixte is an entity a company duly organized, validly existing and in good standing under the laws of its jurisdiction the state of formationDelaware, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Acquisition and each subsidiary of Acquisition Lixte is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Acquisition taken as a wholeLixte. 6 (b) Acquisition and each subsidiary of Acquisition Lixte does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, except as set forth on Schedule 3.1. (c) Acquisition . Lixte has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Acquisition Lixte has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of AcquisitionLixte, enforceable against Acquisition Lixte in accordance with its terms, except as may be affected by bankruptcy, insolvency insolvency, moratoria or other similar laws affecting the enforcement of creditors' ’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Acquisition BVI and each subsidiary of Acquisition is an entity Renhuang China are companies duly organized, validly existing and in good standing under the laws of its jurisdiction the state of formationNevada, with full corporate power and authority to own, lease and operate its business their businesses and properties and to carry on its business their businesses in the places and in the manner as presently conducted or proposed to be conducted. Acquisition BVI and each subsidiary of Acquisition is Renhuang China are in good standing as a foreign corporation corporations in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires them require such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Acquisition taken as a wholeBVI or Renhuang China. 6 (b) Acquisition and each subsidiary of Acquisition BVI does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entityentity except for Renhuang China, except as set forth on Schedule 3.1. (c) Acquisition of which BVI owns all its issued and outstanding share capital. BVI has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Acquisition BVI has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of AcquisitionBVI, enforceable against Acquisition BVI in accordance with its terms, except as may be affected by bankruptcy, insolvency insolvency, moratoria or other similar laws affecting the enforcement of creditors' ’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Acquisition AAG and each subsidiary of Acquisition AAG is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, with full power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Acquisition AAG and each subsidiary of Acquisition AAG is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Acquisition AAG taken as a whole. 6. (b) Acquisition AAG and each subsidiary of Acquisition AAG does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, except as set forth on Schedule 3.1. (c) Acquisition AAG has requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Acquisition AAG has taken all action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of AcquisitionAAG, enforceable against Acquisition AAG in accordance with its terms, except as may be affected by bankruptcy, insolvency insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Acquisition and each subsidiary of Acquisition The Company is an entity a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of formation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. Acquisition and each subsidiary of Acquisition The Company is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Acquisition the Company and its Subsidiaries taken as a whole. 6. (b) Acquisition and each subsidiary of Acquisition does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, except as set forth on Schedule 3.1. (c) Acquisition The Company has all requisite corporate power and authority to execute and deliver this Exchange Agreement, and to consummate the transactions contemplated hereby and thereby. Acquisition The Company has taken all corporate action necessary for the execution and delivery of this Exchange Agreement and the consummation of the transactions contemplated hereby, and this Exchange Agreement constitutes the valid and binding obligation of Acquisitionthe Buyer, enforceable against Acquisition the Company in accordance with its respective terms, except as may be affected by bankruptcy, insolvency insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.