Common use of Incorporation Clause in Contracts

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the CompanyMaterial Adverse Effect. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Incorporation. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the CompanyDelaware. The Company has all the requisite corporate power and authority to carry on execute and deliver this Stockholders Agreement, to perform its business as now conductedobligations hereunder and to consummate the transactions contemplated hereby.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conducted. The Company has no subsidiaries.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect upon the CompanyMaterial Adverse Effect. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the CompanyCompany taken as a whole. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conductedconducted and to carry out the transactions contemplated hereby.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the CompanyCompany taken as a whole. The Company has all requisite corporate power and authority to carry on its business as now being conducted.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to be in so good standing or to qualify would not have have, individually or in the aggregate, a material adverse effect Material Adverse Effect (as defined below) upon the Company. The Company has all requisite corporate power and authority to carry on its business as now being conducted.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own or hold under lease the assets and properties which it owns or holds under lease and to perform all its obligations under the agreements to which it is qualified to do business a party, including, without limitation, this Agreement and the Warrant Certificates. The Company is in good standing in each other jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to be so qualify qualified would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conductedassets or properties or to the conduct of the Business.

Incorporation. The Company is a corporation duly =organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the CompanyMaterial Adverse Effect. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Incorporation. The Company is a corporation duly organized, ------------- validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have reasonably be expected to result in a material adverse effect upon the CompanyMaterial Adverse Effect. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conducted. The Company has no active subsidiaries.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly registered, qualified and authorized to do transact business and is in good standing in each jurisdiction in which the character of its properties or the nature or conduct of its business requires such qualificationregistration, qualification or authorization, except where the failure to so qualify or register would not be reasonably expected to have a material adverse effect upon the CompanyMaterial Adverse Effect. The Company has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted and as presently proposed to be conducted.

Incorporation. The Company is a corporation duly organized, validly ------------- existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the CompanyMaterial Adverse Effect. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and Delaware, is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company and has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own its properties and to carry on its business businesses as now conducted, except where the failure to hold such authorizations, licenses and permits would not have a Material Adverse Effect.

Incorporation. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the CompanyDelaware. The Company has all requisite corporate full power and authority to carry on the business conducted by it and to own or hold under lease the properties and assets it now owns. The Company is duly qualified to do business and is in good standing as a foreign corporation in all jurisdictions in which its conduct of its business as now conductedrequires such qualification under applicable Law. The Company has delivered to Buyer true, complete and correct copies of the Organizational Documents of the Company.