Common use of Existence; Good Standing; Corporate Authority Clause in Contracts

Existence; Good Standing; Corporate Authority. Each of the Company and its Significant Subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X of the Securities Act) is (i) a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and (ii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or any other jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such licensure, qualification or good standing necessary, except where the failure to be so in good standing or to be so licensed or qualified, individually or in the aggregate, would not have a material adverse effect on the business, operations, results of operations, assets, financial condition or prospects of the Company and its Subsidiaries taken as a whole (a "Material Adverse Effect," it being understood and agreed that for the purpose of this Agreement, adverse events or circumstances which result from general economic conditions shall not constitute a Material Adverse Effect). Each of the Company and its Significant Subsidiaries has the requisite corporate power and authority in all material respects to own, operate and lease its properties and carry on its business as now conducted. The Company has heretofore delivered to Purchaser true and correct copies of the Certificate of Incorporation and Bylaws of the Company as currently in effect.

Existence; Good Standing; Corporate Authority. Each of the Company AvantGo --------------------------------------------- and its Significant Subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X of the Securities Act) is AvantGo Sub (i) is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and incorporation; (ii) is duly licensed has all requisite power and authority to own or qualified lease, and operate its properties and assets, and to do carry on its business as a foreign corporation now conducted and is in good standing under the laws of any other state of the United States or any other jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such licensure, qualification or good standing necessaryas currently proposed to be conducted, except where the failure to be so have such power and authority would not have an AvantGo Material Adverse Effect (as defined herein); and (iii) is duly qualified or licensed to do business and is in good standing in all jurisdictions in which it owns or to be so licensed or qualified, individually leases property or in which the aggregateconduct of its business requires it to so qualify or be licensed, except where the failure to so qualify or be licensed would not have an AvantGo Material Adverse Effect. The copies of AvantGo's and AvantGo Sub's Certificates of Incorporation and By-Laws previously delivered to the Company are true and correct. For purposes of this Agreement, a "Material Adverse Effect" when used ----------------------- with respect to any entity means (a) a material adverse effect on the business, operations, results of operations, assets, operations or financial condition or prospects of the Company such entity and its Subsidiaries subsidiaries, if any, taken as a whole whole, or (b) a "Material Adverse Effect," it being understood and agreed that for material impairment in the purpose ability of such entity or its subsidiaries to perform any of their obligations under this Agreement, adverse events Agreement or circumstances which result from general economic conditions shall not constitute a Material Adverse Effect). Each of to consummate the Company and its Significant Subsidiaries has the requisite corporate power and authority in all material respects to own, operate and lease its properties and carry on its business as now conducted. The Company has heretofore delivered to Purchaser true and correct copies of the Certificate of Incorporation and Bylaws of the Company as currently in effectMerger.

Existence; Good Standing; Corporate Authority. Each of the Company and its Significant Subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X of the Securities Act) is (i) a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation and (iiII) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or (to the extent the concepts of "qualified to do business" and "good standing" exist) any other jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such licensure, qualification or good standing necessary, except where the failure to be so in good standing or to be so licensed or qualified, individually or in the aggregate, would not have a material adverse effect on (X) the business, operations, results of operations, assets, assets or financial condition or prospects of the Company and or any Subsidiary, or (Y) the ability of the Company to perform its Subsidiaries taken as a whole obligations under this Agreement or any Ancillary Agreement (a "Material Adverse Effect," it being understood and agreed that for any of the purpose of this Agreement, adverse foregoing events or circumstances which result from general economic conditions shall not constitute being referred to herein as a Material Adverse Effect"MATERIAL ADVERSE EFFECT"). Each of the Company and its Significant Subsidiaries has the requisite corporate power and authority in all material respects to own, operate and lease its properties and assets and carry on its business as now conductedconducted and proposed to be conducted as discussed in the Company Reports (as defined below). The Company has heretofore delivered to Purchaser Parent true and correct copies of the Certificate of Incorporation and Bylaws By-Laws of the Company as currently and of the comparable organizational documents of each Subsidiary of the Company, each of which is in full force and effect.