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

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) The Company is a corporation duly incorporated, 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 business and properties and to carry on its business in the places and in the manner as presently conducted. The Company is duly qualified and 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 failure to qualify, which when taken together with all other failures to qualify, is not likely to have a material adverse effect on the business of the Company. (b) The Company does not have, and has never had, any subsidiaries and does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity. (c) Sellers are the record and beneficial owner of their respective Shares and have sole power and authority over the disposition of their respective Shares. The Shares are free and clear of any liens, claims, encumbrances, and charges. The Shares have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by Sellers except pursuant to this Agreement. Sellers have the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out their obligations hereunder. This Agreement constitutes the valid and binding obligation of Sellers. The execution, delivery and performance by the Sellers of this Agreement does not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect the Sellers. No Seller is a party to any agreement, written or oral, creating rights in respect of any of such Shares in any third party or relating to the voting of its Common Stock. No Seller is a party to any outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any of the Shares, and there are no restrictions of any kind on the transfer of any of the Shares other than (a) restrictions on transfer imposed by the Securities Act of 1933, as amended (the “Securities Act”) and (b) restrictions on transfer imposed by applicable state securities or “blue sky” laws. Those creditors listed in the Disclosure Schedules are the only individuals or entities with any claims against the Company. Other than as set forth on the Disclosure Schedules, the Company does not have any obligations or liabilities of any nature (matured or unmatured, fixed or contingent).

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) The Company is a corporation duly incorporated, 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 business and properties and to carry on its business in the places and in the manner as presently conducted. The Company is duly qualified and 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 failure to qualify, which when taken together with all other failures to qualify, is not likely to have a material adverse effect on the business of the Company. (b) The Company does not have, and has never had, any subsidiaries and does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity. (c) Sellers are The Company is the record and beneficial owner of their its respective Shares and have has sole power and authority over the disposition of their its respective Shares. The Shares are free and clear of any liens, claims, encumbrances, and charges. The Shares have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by Sellers Company except pursuant to this Agreement. Sellers have The Company has the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out their its obligations hereunder. This Agreement constitutes the valid and binding obligation of Sellersthe Company. The execution, delivery and performance by the Sellers Company of this Agreement does not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect the SellersCompany. No Seller The Company is not a party to any agreement, written or oral, creating rights in respect of any of such Shares in any third party or relating to the voting of its Common Stock. No Seller The Company is not a party to any outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any of the Shares, and there are no restrictions of any kind on the transfer of any of the Shares other than (a) restrictions on transfer imposed by the Securities Act of 1933, as amended (the “Securities Act”) and (b) restrictions on transfer imposed by applicable state securities or “blue sky” laws. Those creditors listed in the Disclosure Schedules are the only individuals or entities with any claims against the Company. Other than as set forth on the Disclosure Schedules, the Company does not have any obligations or liabilities of any nature (matured or unmatured, fixed or contingent).

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) The Company is a corporation duly incorporated, 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 business and properties and to carry on its business in the places and in the manner as presently conducted. The Company is duly qualified and 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 failure to qualify, which when taken together with all other failures to qualify, is not likely to have a material adverse effect on the business of the Company. (b) The Company does not have, and has never had, any subsidiaries and does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity. (c) Sellers are Seller is the record and beneficial owner of their respective the Shares and have has sole power and authority over the disposition of their respective the Shares. The Shares are free and clear of any liens, claims, encumbrances, and charges. The Shares have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by Sellers Seller except pursuant to this Agreement. Sellers have Seller has the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out their his obligations hereunder. This Agreement constitutes the valid and binding obligation of SellersSeller. The execution, delivery and performance by the Sellers Seller of this Agreement does not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect the SellersSeller. No Seller is not a party to any agreement, written or oral, creating rights in respect of any of such Shares in any third party or relating to the voting of its Common StockShares. No Seller is not a party to any outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any of the Shares, and there are no restrictions of any kind on the transfer of any of the Shares other than (a) restrictions on transfer imposed by the Securities Act of 1933, as amended (the “Securities Act”) and (b) restrictions on transfer imposed by applicable state securities or “blue sky” laws. Seller acknowledges that Seller has been advised that Buyer or others may take various actions including actions which result in the Shares greatly increasing in value and that by executing this agreement, Seller expressly waives any and all right to participate in any way in any such increase in value of the shares of the Company. Those creditors listed in the Disclosure Schedules are the only individuals or entities with any claims against the Company. Other than as set forth on the Disclosure Schedules, the Company does not have any obligations or liabilities of any nature (matured or unmatured, fixed or contingent).

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) The Company is a corporation duly incorporated, 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 and properties and to carry on its business in the places and in the manner as presently conducted. The Company is duly qualified and 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 failure to qualify, which when taken together with all other failures to qualify, is not likely to have a material adverse effect on the business of the Company. Disclosure Schedule 2.1(a) lists the states in the United States and the provinces in Canada in which the Company is qualified to do business. (b) The Company does not have, and has never had, any subsidiaries and does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity. (c) Sellers are The Seller is the record and beneficial owner of their respective the Shares and have has sole power and authority over the disposition of their respective the Shares. The Shares are free and clear of any liens, claims, encumbrances, and charges. The Shares have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by Sellers the Seller except pursuant to this Agreement. Sellers have The Seller has the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out their his obligations hereunder. This Agreement constitutes the valid and binding obligation of Sellersthe Seller. The execution, delivery and performance by the Sellers Seller of this Agreement does not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect the SellersSeller. No The Seller is not a party to any agreement, written or oral, creating rights in respect of any of such the Shares in any third party or relating to the voting of its Common Stockthe Shares. No The Seller is not a party to any outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any of the Shares, and there are no restrictions of any kind on the transfer of any of the Shares other than (a) restrictions on transfer imposed by the Securities Act of 1933, as amended (the “Securities Act”) and (b) restrictions on transfer imposed by applicable state securities or “blue sky” laws. Those creditors listed The Seller acknowledges that the Seller has been advised that the Buyer or others may take various actions including actions which result in the Disclosure Schedules are the only individuals or entities with any claims against the Company. Other than as set forth on the Disclosure SchedulesShares greatly increasing in value and that by executing this agreement, the Company does not have Seller expressly waives any obligations or liabilities and all right to participate in any way in any such increase in value of any nature (matured or unmatured, fixed or contingent)the Shares.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) The Company is a corporation duly incorporated, 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 business and properties and to carry on its business in the places and in the manner as presently conducted. The Company is duly qualified and 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 failure to qualify, which when taken together with all other failures to qualify, is not likely to have a material adverse effect on the business of the Company. (b) The Except for the companies identified on Schedule B, the Company does not have, and has never had, any subsidiaries and does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity. The Seller represents and warrants that all of the Company’s business operations are conducted exclusively through the companies identified on Schedule B, and other than the business operations conducted through such subsidiary companies, the Company does not conduct any business operations. (c) Sellers are Seller is the record and beneficial owner of their respective the Shares and have has sole power and authority over the disposition of their respective the Shares. The Shares are free and clear of any liens, claims, encumbrances, and charges. The Shares have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by Sellers Seller except pursuant to this Agreement. Sellers have Seller has the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out their its obligations hereunder, and at Closing, Buyers shall receive good and marketable title to the Shares free and clear of any liens, claims, encumbrances and charges. This Agreement constitutes the valid and binding obligation of SellersSeller. The execution, delivery and performance by the Sellers Seller of this Agreement does not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect the SellersSeller. No The Seller is not a party to any agreement, written or oral, creating rights in respect of any of such Shares in any third party or relating to the voting of its Common Stockthe Shares. No The Seller is not a party to any outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any of the Shares, and there are no restrictions of any kind on the transfer of any of the Shares other than (a) restrictions on transfer imposed by the Securities Act of 1933, as amended (the “Securities Act”) and (b) restrictions on transfer imposed by applicable state securities or “blue sky” laws. Those creditors listed in the Disclosure Schedules are the only individuals or entities with any claims against the Company. Other than as set forth on the Disclosure Schedules, the Company does not have any obligations or liabilities of any nature (matured or unmatured, fixed or contingent).

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) The Company is a corporation duly incorporated, 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. The Company is duly qualified and 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 failure to qualifyfailure, which when taken together with all other failures to qualifyfailures, is not likely to have a material adverse effect on the business of the Company, taken as a whole. For purposes of this Agreement, a “material adverse effect” means any effect or change that is or would be materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of the Company or the Shares or the consummation of the transactions contemplated hereby. (b) The Company does not have, and has never had, any subsidiaries and does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity.. Securities Purchase Agreement (c) Sellers are the record and beneficial owner of their respective Shares and have sole The Company has all requisite corporate power and authority over the disposition of their respective Shares. The Shares are free to execute and clear of any liens, claims, encumbrances, and charges. The Shares have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by Sellers except pursuant to deliver this Agreement. Sellers have the legal right to enter into , and to consummate the transactions contemplated hereby and otherwise to carry out their obligations hereunderthereby. This The Company 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 legal, valid and binding obligation of Sellersthe Company, enforceable against the Company in accordance with its respective terms, except as may be affected by bankruptcy, 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. The executionThis Agreement, delivery the Actions, and performance the transactions contemplated hereby have been unanimously approved by the Sellers Board of this Agreement does not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect the Sellers. No Seller is a party to any agreement, written or oral, creating rights in respect of any of such Shares in any third party or relating to the voting of its Common Stock. No Seller is a party to any outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any Directors of the Shares, Company and there are no restrictions by the holders of any kind on the transfer of any a majority of the Shares other than (a) restrictions on transfer imposed by the Securities Act outstanding shares of 1933, as amended (the “Securities Act”) and (b) restrictions on transfer imposed by applicable state securities or “blue sky” laws. Those creditors listed in the Disclosure Schedules are the only individuals or entities with any claims against Common Stock of the Company. Other than as set forth on the Disclosure Schedules, the Company does not have any obligations or liabilities of any nature (matured or unmatured, fixed or contingent).