Common use of Organization and Qualification; Material Adverse Effect Clause in Contracts

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Nevada and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any direct or indirect subsidiaries (defined as any entity of which the Company owns, directly or indirectly, 50% or more of the equity or voting power) other than the subsidiaries listed on Schedule 2.1(a) attached hereto. The subsidiaries listed on Schedule 2.1(a) hereto are direct subsidiaries wholly owned by the Company, and there are no outstanding shares, options, warrants or other rights to subscribe for or acquire any capital stock in such subsidiaries except outstanding common stock in such subsidiaries held by the Company. Except where specifically indicated to the contrary, all references in this Agreement to subsidiaries shall be deemed to refer to all direct and indirect subsidiaries of the Company. Except where specifically indicated to the contrary, all references in this Article 2 to the Company shall be deemed to refer to the Company and its consolidated subsidiaries. Except as for Schedule 2.1(b), each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "Material Adverse Effect" with respect to any entity means any adverse effect on the business, operations, properties or financial condition of the entity with respect to which such term is used and which is (either alone or together with all other adverse effects) material to such entity and its subsidiaries taken as a whole, and any material adverse effect on the transactions contemplated under Transaction Documents (as defined below).

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Nevada Florida and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any direct or indirect subsidiaries (defined as any entity of which the Company owns, directly or indirectly, 50% or more of the equity or voting power) other than the subsidiaries listed on Schedule 2.1(a) attached hereto. The subsidiaries listed on Schedule 2.1(a) hereto are direct subsidiaries wholly owned by in the Company, and there are no outstanding shares, options, warrants or other rights to subscribe for or acquire any capital stock in such subsidiaries except outstanding common stock in such subsidiaries held by the CompanyPre-Agreement SEC Documents (as defined herein). Except where specifically indicated to the contrary, all references in this Agreement to subsidiaries shall be deemed to refer to all direct and indirect subsidiaries of the Company. Except where specifically indicated to the contrary, all references in this Article 2 II to the Company shall be deemed to refer to the Company and its consolidated subsidiaries. Except as for Schedule 2.1(b), each Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "Material Adverse Effect" with respect to any entity means any adverse effect on the business, operations, properties or financial condition of the entity with respect to which such term is used and which is (either alone or together with all other adverse effects) material to such entity and its subsidiaries other entities controlling or controlled by such entity taken as a whole, and any material adverse effect on the transactions contemplated under Transaction Documents (as defined below)this Agreement, the Registration Rights Agreement or any other agreement or document contemplated hereby or thereby.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Nevada and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any direct or indirect subsidiaries (defined as any entity of which the Company owns, directly or indirectly, 50% or more of the equity or voting power) other than the subsidiaries listed on Schedule 2.1(a) attached hereto. The subsidiaries listed on Schedule 2.1(a) hereto are direct subsidiaries wholly owned by the Company, and there are no outstanding shares, options, warrants or other rights to subscribe for or acquire any capital stock in such subsidiaries except outstanding common stock in such subsidiaries held by the Company. Except where specifically indicated to the contrary, all references in this Agreement to subsidiaries shall be deemed to refer to all direct and indirect subsidiaries of the Company. Except where specifically indicated to the contrary, all references in this Article 2 to the The Company shall be deemed to refer to the Company and its consolidated subsidiaries. Except as for Schedule 2.1(b), each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "Material Adverse Effect" with respect to any entity means (i) any adverse effect on the business, operations, properties properties, prospects, or financial condition of the entity with respect to which such term is used and its subsidiaries or other entities controlled by such entity, taken as a whole, and which is (either alone or together with all other adverse effects) material to such entity and its subsidiaries or other entities controlled by such entity taken as a whole, and (ii) any condition or situation, whether or not a material adverse effect on effect, which would prohibit or otherwise adversely interfere with or affect the ability of any party to this Agreement to enter into or perform its obligations under, or to consummate the transactions contemplated under Transaction Documents (as defined below)by, this Agreement, the Registration Rights Agreement, the Mortgage and Security Agreement, the Debentures or the Warrants or any other agreement or document contemplated hereby or thereby.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated continued and existing in good standing subsisting under the laws of the State of Nevada Canada Business Corporation Act and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any direct or indirect subsidiaries (defined as any entity of which the Company owns, directly or indirectly, 50% or more of the equity or voting power) other than the subsidiaries listed in its SEC Documents or on Schedule 2.1(aSCHEDULE 2.1(A) attached hereto. The subsidiaries listed on Schedule 2.1(a) hereto are direct subsidiaries wholly owned by the Company, and there are no outstanding shares, options, warrants or other rights to subscribe for or acquire any capital stock in such subsidiaries except outstanding common stock in such subsidiaries held by the Company. Except where specifically indicated to the contrary, all references in this Agreement to subsidiaries shall be deemed to refer to all direct and indirect subsidiaries of the Company. Except where specifically indicated to the contrary, all references in this Article 2 to the Company shall be deemed to refer to the Company and its consolidated subsidiaries, taken together as a whole. Except as for Schedule 2.1(b), each Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "Material Adverse EffectMATERIAL ADVERSE EFFECT" with respect to any entity means any material adverse effect on the business, operations, properties or financial condition of the entity with respect to which such term is used and which is (either alone or together with all other adverse effects) material to such entity and its subsidiaries taken as a wholeCompany, and any material adverse effect on the transactions contemplated under Transaction Documents (as defined below)this Agreement, the Debentures, the Warrants, the Registration Rights Agreement or any other agreement or document contemplated hereby or thereby.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Nevada Delaware and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any direct or indirect subsidiaries (defined as any entity of which the Company owns, directly or indirectly, 50% or more of the equity or voting power) other than the subsidiaries listed on Schedule 2.1(a) attached hereto. The subsidiaries listed on Schedule 2.1(a) hereto are direct subsidiaries wholly owned by in the Company, and there are no outstanding shares, options, warrants or other rights to subscribe for or acquire any capital stock in such subsidiaries except outstanding common stock in such subsidiaries held by the CompanyPre-Agreement SEC Documents (as defined herein). Except where specifically indicated to the contrary, all references in this Agreement to subsidiaries shall be deemed to refer to all direct and indirect subsidiaries of the Company. Except where specifically indicated to the contrary, all references in this Article 2 II to the Company shall be deemed to refer to the Company and its consolidated subsidiaries. Except as for Schedule 2.1(b), each Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "Material Adverse EffectMATERIAL ADVERSE EFFECT" with respect to any entity means any adverse effect on the business, operations, prospects, properties or condition (financial condition or otherwise) of the Company or such other entity with respect to which such term is used and which is (either alone or together with all other adverse effects) material to the Company or such other entity and other entities controlling or controlled by such entity and its subsidiaries taken as a whole, and any material adverse effect on the transactions contemplated under Transaction Documents (as defined below)by, or the rights or remedies of the Purchasers or obligations of the Company under, this Agreement, the Certificate, the Registration Rights Agreement, the Warrants or any other agreement or document contemplated hereby or thereby.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Nevada Florida and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any direct or indirect subsidiaries (defined as any entity of which the Company owns, directly or indirectly, 50% or more of the equity or voting power) other than the subsidiaries listed on Schedule 2.1(aEXHIBIT 2.1(A) attached hereto. The subsidiaries listed on Schedule 2.1(a) hereto are direct subsidiaries wholly owned by the Company, and there are no outstanding shares, options, warrants or other rights to subscribe for or acquire any capital stock in such subsidiaries except outstanding common stock in such subsidiaries held by the Company. Except where specifically indicated to the contrary, all references in this Agreement to subsidiaries shall be deemed to refer to all direct and indirect subsidiaries of the Company. Except where specifically indicated to the contrary, all references in this Article 2 to the Company shall be deemed to refer to the The Company and its consolidated subsidiaries. Except as for Schedule 2.1(b), each of the Company and its subsidiaries subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "Material Adverse EffectMATERIAL ADVERSE EFFECT" with respect to any entity means (i) any adverse effect on the business, operations, properties properties, prospects, or financial condition of the entity with respect to which such term is used and its subsidiaries or other entities controlled by such entity, taken as a whole and which is (either alone or together with all other adverse effects) material to such entity and its subsidiaries or other entities controlled by such entity taken as a whole, and (ii) any material condition or situation, whether or not a materially adverse effect on effect, which would prohibit or otherwise adversely interfere with or affect the ability of any party to this Agreement to enter into or perform its obligations under, or to consummate the transactions contemplated under Transaction Documents (as defined below)by, this Agreement, the Registration Rights Agreement, the Articles of Amendment or the Warrants or any other agreement or document contemplated hereby or thereby.