Common use of Organization and Standing; Articles and By-Laws Clause in Contracts

Organization and Standing; Articles and By-Laws. The Company and each of its subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws of the State of its organization. The Company and each of its subsidiaries has the requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted. The Company and each of its subsidiaries is qualified to do business as a foreign corporation in all jurisdictions where the ownership of its properties and assets and the conduct of its business requires such qualification, except where the failure to be so qualified will not have a material adverse effect on the business of the Company and its subsidiaries taken as a whole, as such business is now conducted. The Company has furnished to each of the Purchasers true and correct copies of the Company's Articles of Incorporation, as amended and/or restated and as in effect on the date hereof (the "Articles of Incorporation") and certified by the Secretary of State of the State of Florida within the preceding 10 business days, and the Company's Bylaws, as in effect on the date hereof (the "Bylaws") certified by the Company's Secretary. The Company owns 100% of all shares of capital stock and other equity interests in each of its subsidiaries free and clear of all security interests, liens, pledges or negative pledges, charges, encumbrances, mortgages, hypothecations, adverse claims or equities (each, a "Lien").

Organization and Standing; Articles and By-Laws. The Company and each of its subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws of the State of its organization. The Company Delaware and each of its subsidiaries has the requisite corporate power and authority to own carry on it business as now conducted and to own, lease and operate its properties and assets and to carry on its business as presently conductedassets. The Company and each of its subsidiaries is duly qualified or licensed to do transact business as a foreign corporation in all good standing in the states of the United States and foreign jurisdictions where the ownership character of its properties and assets and or the nature or conduct of its business requires such qualificationit to be so qualified or licensed, except where for such jurisdictions in which the failure to be so qualified will or licensed is not have reasonably likely to have, individually or in the aggregate, a material adverse effect on the financial position, business or results of operations of the Company and its subsidiaries taken as a wholewhole (a "Material Adverse Effect"). The term "Material Adverse Effect" does not include the impact of (i) changes in laws of general applicability or interpretations thereof by courts or other Governmental Authorities (as defined below), or (ii) changes in generally accepted accounting principals as such business is now conductedin effect in the United States ("GAAP"). The Company has furnished made available to each of the Purchasers true and correct copies of the Company's Articles of Incorporation, as amended and/or restated and as in effect on the date hereof (the "Articles of Incorporation") and certified by the Secretary of State of the State of Florida within the preceding 10 business days), and the Company's Bylaws, as in effect on the date hereof (the "Bylaws") certified by the Company's Secretary). The Company owns 100% of all shares of capital stock and other equity interests in each of its subsidiaries free and clear of all security interests, liens, pledges or negative pledges, charges, encumbrances, mortgages, hypothecations, adverse claims or equities (each, a "Lien").

Organization and Standing; Articles and By-Laws. The Company and each of its subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws of the State of its organization. The Company Delaware and each of its subsidiaries has the requisite corporate power and authority to own carry on it business as now conducted and to own, lease and operate its properties and assets and to carry on its business as presently conductedassets. The Company and each of its subsidiaries is duly qualified or licensed to do transact business as a foreign corporation in all good standing in the states of the United States and foreign jurisdictions where the ownership character of its properties and assets and or the nature or conduct of its business requires such qualificationit to be so qualified or licensed, except where for such jurisdictions in which the failure to be so qualified will or licensed is not have reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. The term "Material Adverse Effect" shall mean an event, change or occurrence that individually, or together with any other event, change or occurrence, has a material adverse effect impact on the Company or the Company's subsidiaries' financial position, business or results of the Company and its subsidiaries operations, taken as a whole, as such business is now conducted. The Company has furnished to each or on the ability of the Purchasers true Company to execute, deliver and correct copies perform its obligations under this Agreement, the Subscription Agreement or the Registration Rights Agreement (collectively, the "Agreements"); provided, however, that the term "Material Adverse Effect" shall not include the impact of (a) changes in laws of general applicability or interpretations thereof by courts or other Governmental Authorities (as defined below); (b) changes in GAAP; (c) changes, conditions or events that are generally applicable to the industry in which the Company operates or the economy in general of the jurisdictions in which the Company operates, including, without limitation, conditions arising from any terrorist attacks or the outbreak of hostilities or war and the general economic, business and political disruptions arising thereafter; (d) changes in prevailing interest rates; (e) changes in the stock price of the Common Stock or (f) seasonal fluctuations in the Company's Articles of Incorporation, as amended and/or restated and as in effect on the date hereof (the "Articles of Incorporation") and certified by the Secretary of State of the State of Florida within the preceding 10 business days, and the Company's Bylaws, as in effect on the date hereof (the "Bylaws") certified by the Company's Secretary. The Company owns 100% of all shares of capital stock and other equity interests in each of its subsidiaries free and clear of all security interests, liens, pledges or negative pledges, charges, encumbrances, mortgages, hypothecations, adverse claims or equities (each, a "Lien")performance.

Organization and Standing; Articles and By-Laws. The Company and each of its subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws of the State of its organization. The Company Delaware and each of its subsidiaries has the requisite corporate power and authority to own carry on it business as now conducted and to own, lease and operate its properties and assets and to carry on its business as presently conductedassets. The Company and each of its subsidiaries is duly qualified or licensed to do transact business as a foreign corporation in all good standing in the states of the United States and foreign jurisdictions where the ownership character of its properties and assets and or the nature or conduct of its business requires such qualificationit to be so qualified or licensed, except where for such jurisdictions in which the failure to be so qualified will or licensed is not have reasonably likely to have, individually or in the aggregate, a material adverse effect on the financial position, business or results of operations of the Company and its subsidiaries taken as a wholewhole (a "Material Adverse Effect"). The term "Material Adverse Effect" does not include the impact OF (i) changes in laws of general applicability or interpretations thereof by courts or other Governmental Authorities (as defined below), or (ii) changes in generally accepted accounting principals as such business is now conductedin effect in the United States ("GAAP"). The Company has furnished made available to each of the Purchasers true and correct copies of the Company's Articles of Incorporation, as amended and/or restated and as in effect on the date hereof (the "Articles of Incorporation") and certified by the Secretary of State of the State of Florida within the preceding 10 business days), and the Company's Bylaws, as in effect on the date hereof (the "Bylaws") certified by the Company's Secretary). The Company owns 100% of all shares of capital stock and other equity interests in each of its subsidiaries free and clear of all security interests, liens, pledges or negative pledges, charges, encumbrances, mortgages, hypothecations, adverse claims or equities (each, a "Lien").