Organization and Corporate Capacity. (i) The Purchaser Parent:
(A) has been duly organized and is validly existing;
(B) is in good standing under the Laws governing its formation; and
(C) has the requisite corporate and legal power and capacity to:
(I) own its assets as now owned; and
(II) carry on its business as it is now being carried on.
Organization and Corporate Capacity. Digital River has been duly organized and is validly existing and in good standing under the Applicable Laws governing its formation. Digital River owns all of the issued and outstanding shares of the Purchaser. The Purchaser has been duly incorporated and validly exists under the BCBCA and has been formed solely for the purpose of engaging in the transactions contemplated hereby and has not owned any assets, engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.
Organization and Corporate Capacity. Purchaser is duly incorporated and is validly existing and in good standing under the laws of England and Wales and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets. Parent is duly incorporated and is validly existing and in good standing under the laws of Jersey, Channel Islands and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.
Organization and Corporate Capacity. The Parent has been duly organized and is validly existing and in good standing under the Laws of the State of Nevada. The Parent has the power and authority to own its property and to conduct its business as described in the Parent Public Disclosure Record and is duly qualified to transact business and is in good standing (to the extent such concept is recognized) in each jurisdiction in which the conduct of its business as currently conducted or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect on the Parent. Each of Callco and the Purchaser has been duly organized and is validly existing and in good standing under the Laws of Canada. The Parent owns, directly or indirectly, all of the issued and outstanding shares of each of Callco and the Purchaser.
Organization and Corporate Capacity. Purchaser is duly amalgamated and is validly existing and in good standing under the laws of Ontario and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets. Each of Purchaser’s subsidiaries is duly formed and in good standing (or equivalent) under the Laws of its jurisdiction of formation.
Organization and Corporate Capacity. (i) The Purchaser:
(A) has been duly organized and is validly existing;
(B) is in good standing under the Laws governing its formation;
(C) has the requisite corporate and legal power and capacity to:
(I) own its assets as now owned; and
(II) carry on its business as it is now being carried on; and
(D) is duly qualified to carry on business in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification necessary, except where the failure to be so qualified has not had or would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.
Organization and Corporate Capacity. Desert Lion was duly incorporated and is validly existing and in good standing under the OBCA and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.
Organization and Corporate Capacity. Camex was duly incorporated and is validly existing and in good standing under the BCBCA and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets. 010017000-00145797; 2 18
Organization and Corporate Capacity. Except as disclosed in the Auryn Disclosure Letter, each of Auryn and the Auryn Subsidiaries has been duly organized and is validly existing and in good standing under the BCBCA and has the requisite corporate and legal power and capacity to own its assets as now owned and to carry on its business as it is now being carried on. Each of Auryn and the Auryn Subsidiaries is duly qualified to carry on business in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification necessary. The Diligence Information includes complete and correct copies of the constating documents of Auryn and each Auryn Subsidiary, as amended to the date of this Agreement.
Organization and Corporate Capacity. Each SpinCo is duly incorporated, validly existing and in good standing under the BCBCA and it has full corporate power and authority to own, lease and operate its assets and conduct its business as now owned, leased, operated and conducted. Each SpinCo is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary.
