Common use of Organization and Standing Clause in Contracts

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on own or lease its businesses properties and assets and to conduct its business as now conducted and as proposed to be it is presently being conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedis in good standing under such laws.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to carry own and operate its properties and assets, to execute and deliver this Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its businesses as now conducted and as proposed to be conductedbusiness.

Organization and Standing. The Company is a corporation duly organized, validly existing under, and in good standing under by virtue of, the laws of the State of Delaware Delaware, and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted presently conducted. The Company is duly qualified and authorized to transact business and is in good standing as proposed a foreign corporation in each jurisdiction in which the failure to be conductedso qualify would have a material adverse effect on its business, properties or financial condition.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses is in good standing as now conducted and as proposed to be conducteda domestic corporation under the laws of said state.

Organization and Standing. The Company is a corporation duly organizedorganized and existing under, validly existing and in good standing under by virtue of, the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedis in good standing under such laws.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware Delaware, and has all requisite full corporate power and authority to carry on execute and deliver this Agreement and perform its businesses as now conducted and as proposed to be conductedobligations hereunder.

Organization and Standing. The Company is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, ------------------------- organized and validly existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power to own and authority operate its properties and assets, and to carry on its businesses business as now conducted and presently conducted. The Company is qualified to do business as proposed a foreign corporation in the State of California. Such qualification is not presently required in any other jurisdiction where a failure to be conductedso qualify would have a material adverse effect on the Company.

Organization and Standing. The Company is a corporation duly ------------------------- organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power to own and authority operate its properties and assets, and to carry on its businesses business as now presently conducted and as proposed to be conducted.

Organization and Standing. The Company Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power and authority to carry on its businesses business as it is now conducted and as proposed to be being conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, having all requisite corporate power and authority to carry on perform its businesses as now conducted and as proposed to be conductedobligations under this Agreement.

Organization and Standing. The Company is a corporation duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to carry on its businesses operate, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as now conducted and as proposed to be conducteda foreign corporation in all jurisdictions.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted and as currently proposed to be conducted. The Company is duly qualified and authorized to do business, and is in good standing as a foreign corporation, in Virginia and in each other jurisdiction where the nature of its activities and of its properties makes such qualification necessary, except where a failure to do so would not have a material adverse effect on the Company.

Organization and Standing. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as now being conducted. The Company is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted and as proposed to be conductedby it makes such qualification or licensing necessary.

Organization and Standing. The Company is a corporation ------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organized, ------------------------- organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power to own and authority operate its properties and assets, and to carry on its businesses business as now presently conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and by virtue of, the laws of the State of Delaware, and is in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted and as proposed to be presently conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on own its businesses properties and conduct its business as it is now conducted being conducted. The nature of the business and the character of the properties the Company owns or leases do not make licensing or qualification of the Company as proposed a foreign entity necessary under the laws of any other jurisdiction, except to be conductedthe extent such licensing or qualification have already been obtained.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its businesses business as now conducted and presently conducted. The Company is duly qualified to do business as proposed a foreign corporation in each jurisdiction in which the failure to be conductedso qualified will have a material adverse affect on the Company’s business.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its businesses business as now presently conducted and as proposed to be conductedconducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement.

Organization and Standing. The Company is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as now conducted being conducted. The Company is qualified to do business and is in good standing as proposed a foreign corporation in every jurisdiction in which the failure to be conductedso qualify would have a material adverse effect on the financial condition or business of the Company.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify is reasonably likely to have a material adverse effect on its business or its properties.

Organization and Standing. The Company is a corporation duly organizedorganized and existing under, validly existing and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power and authority to own and operate its properties and assets, and to carry on its businesses business as now conducted and as proposed to be presently conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company is qualified as a foreign corporation and has all requisite corporate power is in good standing in each jurisdiction in which the conduct of its business or the assets and authority to carry on its businesses as now conducted and as proposed to be conductedproperties owned or leased by it require such qualification.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under Delaware Law. The Company has the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now it is presently being conducted and as proposed to be conductedown, lease or operate its properties and assets.

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of Delaware. The Company has the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted enter into this Agreement and as proposed to be conductedconsummate the transactions contemplated hereby.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now presently conducted and as proposed to be conducted. The Company is not presently qualified to do business as a foreign corporation in any jurisdiction other than Georgia.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses is in good standing as now conducted and as proposed to be conducteda domestic corporation under the laws of said state. The Company does not own or control any equity security or other interest of any corporation, limited partnership or other business entity.

Organization and Standing. The Company is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all the requisite corporate power to own and authority to carry on operate its businesses as now conducted properties and as proposed to be conductedassets.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted conducted. The Company is duly qualified and authorized to do business, and is in good standing as proposed a foreign corporation, in Virginia and in each other jurisdiction where the nature of its activities and of its properties makes such qualification necessary, except where a failure to be conducteddo so would not have a material adverse effect on the Company.

Organization and Standing. The Company Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses is in good standing as now conducted and a domestic corporation under the laws of said state. Except as proposed to be conducteddisclosed in the SEC Documents (as defined herein), the Company does not own or control any equity security or other interest of any corporation, limited partnership or other business entity.

Organization and Standing. The Company is a corporation Company duly organized, ------------------------- organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power to own and authority operate its properties and assets and to carry on its businesses business as now conducted and presently conducted. The Company is qualified to do business as proposed to be conducteda foreign Company in the State of California.

Organization and Standing. The Company is a corporation duly organized, validly existing under, and by virtue of, the laws of Delaware, and is in good standing under the laws of the State of Delaware and such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted presently conducted. The Company is duly qualified and authorized to transact business and is in good standing as proposed a foreign corporation in each jurisdiction in which the failure to be conductedso qualify would have a material adverse effect on its business, properties or financial condition.

Organization and Standing. The Company Corporation is a corporation duly organized, ------------------------- organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Corporation has all the requisite corporate power to own and authority operate its properties and assets and to carry on its businesses business as now conducted and presently conducted. The Corporation is qualified to do business as proposed to be conducteda foreign corporation in the State of California.

Organization and Standing. The Company Company: (a) is a corporation duly organized, validly existing existing, authorized to exercise all its corporate powers, rights, and privileges, and in good standing under the laws of the State of Delaware and Delaware; and (b) has all requisite the corporate power and corporate authority to own and operate its properties and to carry on its businesses business as now conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted. The Company has been formed for the purpose of effecting the Acquisition, and has no assets or liabilities, and has conducted no business, other than such assets and liabilities which have been created or incurred, and such business as has been conducted, in connection with the effecting of such Acquisition.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing, under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted presently conducted. The Company is presently qualified to do business as a foreign corporation, and as proposed is in good standing in those jurisdictions in which the nature of its business and properties makes such qualification necessary and in which the failure to be conductedso qualified would have a material adverse effect on the business or financial condition of the Company.

Organization and Standing. The Company is a corporation duly organized, validly existing under, and in good standing under by virtue of, the laws of the State of Delaware Delaware, and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now presently conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing incorporated and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to carry on its businesses as now conducted enter into and as proposed to be conductedconsummate the transactions described in this Agreement.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company has the requisite legal and has all requisite corporate power to own all the properties owned by it, and authority to carry on conduct its businesses business as now conducted presently being and as proposed to be conductedconducted by it.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to carry on own or lease its properties and assets and conduct its businesses as it is now conducted and as proposed to be being conducted.

Organization and Standing. The Company is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power to own and authority operate its properties and assets, and to carry on its businesses business as now conducted and as proposed to be presently conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be presently conducted.

Organization and Standing. The Company is a corporation duly organizedorganized and existing under, validly existing and in good standing under by virtue of, the laws of the State of Delaware Delaware, is in good standing under such laws and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the Company’s business. The Company has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its businesses business as now presently conducted and as currently proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be currently conducted.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and has all is in good standing under the laws of said state, with requisite corporate power and authority to own its properties and assets and to carry on its businesses business as now conducted and as proposed to be currently conducted. The Company is not in violation of any of the provisions of its Certificate of Incorporation (the “Certificate”) or Bylaws.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and has all is in good standing under the laws of said state, with requisite corporate power and authority to own its properties and assets and to carry on its businesses business as now conducted and as proposed to be currently conducted.. The Company is not in violation of any of the provisions of its Certificate of Incorporation (the “Certificate”)

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, having full corporate power and authority to carry on its businesses business as it is now being conducted and as proposed to own, lease and operate its assets. The Company is duly qualified to do business and is in good standing in every jurisdiction in which its business or the character of its assets requires such qualification and in which the failure to be conductedso qualified would have a Company Material Adverse Effect.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing as a domestic corporation under the laws of said state and has all requisite corporate power and authority to carry on conduct its businesses business as now currently conducted and disclosed in the Offering Memorandum (as proposed to be conducteddefined below).

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company is duly qualified to do business and has is in good standing in all requisite corporate power and authority to carry on jurisdictions where its businesses as now conducted and as proposed ownership or leasing of property or assets or its conduct of business requires it to be conductedso qualified.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its businesses business as now presently conducted and as proposed to be conductedconducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. The Company is duly qualified to do business as a foreign corporation and is in good standing in the Commonwealth of Massachusetts and in every other jurisdiction in which the failure to so qualify would have a material adverse effect on the operations or financial condition of the Company.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company is duly qualified to transact business and has all requisite corporate power and authority is in good standing in each jurisdiction in which the failure to carry be so qualified would have a material adverse effect on its businesses as now conducted and as proposed to be conductedbusiness or properties.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as now conducted being conducted. The Company is qualified to do business and is in good standing as proposed a foreign corporation in every jurisdiction in which the failure to be conductedso qualify would have a material adverse effect on the financial condition or business of the Company.

Organization and Standing. The Company represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses business as now conducted and as proposed to be conducted.

Organization and Standing. The Company Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on own and hold its businesses assets and to conduct its business as now presently conducted and as proposed to be conductedconducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement.

Organization and Standing. The Company Company: ------------------------- (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware; and (ii) has all requisite corporate power and authority and possesses all Approvals necessary to carry on enable it to use its businesses as now conducted corporate name and as proposed to be conductedown, lease or otherwise hold its properties and assets.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and by virtue of, the laws of Delaware and is in good standing under such laws. The Company has the laws of the State of Delaware and has all requisite corporate power to own and authority operate its properties and assets, and to carry on its businesses business as now presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to qualify would have a material adverse effect on its business or properties.

Organization and Standing. The Company is a corporation [type of company] duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to carry on own and operate its businesses as now conducted properties and as proposed assets, to be conductedexecute and deliver this Subscription Agreement, the Operating Agreement and any other agreements or instruments required hereunder.

Organization and Standing. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all the requisite corporate power and authority to carry on conduct its businesses business as now it is presently being conducted and as proposed to be conductedown and operate its properties and assets.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses is in good standing as now conducted and as proposed to be conducteda corporation under the laws of Delaware.

Organization and Standing. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to carry on its businesses business as it has been and is now being conducted and as proposed to be conductedown, lease and operate its properties.

Organization and Standing. The Company is a corporation duly organized, organized and ------------------------- validly existing and corporation in good standing under and by virtue of the laws of the State of Delaware and has all requisite corporate power and authority to carry on enter into and perform its businesses as now conducted obligations under this Agreement and as proposed to be conductedthe agreements and transactions contemplated hereby.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and has is in good standing as a domestic corporation under the laws of said state with all requisite corporate power and authority to carry on own, operate and lease its businesses properties and conduct its business as now conducted and as proposed to be presently conducted.

Organization and Standing. The Company is or will be a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite corporate with full power and authority to carry on own its businesses properties and assets and to conduct its business as now conducted and as or proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, ------------------------- validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to carry on own or lease its properties and conduct its businesses as it is now conducted and as proposed to be being conducted.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its businesses business as now conducted and as proposed presently conducted. The Company is duly qualified to do business in each jurisdiction in which the failure to be conductedso qualified would have a material adverse effect on the Company’s business.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate full power and authority to carry on its businesses respective business as and where such business is now being conducted and as proposed to be conductedown, lease and operate the properties and assets now owned or operated by it and is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification.

Organization and Standing. The Company is a corporation duly organized, and is validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power to own and authority operate its properties and assets, to carry on its businesses business as now conducted presently conducted, to execute and as proposed deliver this Agreement, to be conductedsell and issue the Shares and Option Shares hereunder and to carry out and perform its obligations under the terms of this Agreement.

Organization and Standing. The (i) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Company has all requisite corporate power and authority to own or lease and operate its properties and to carry on its businesses business as now conducted heretofore and as proposed to be presently conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority (corporate and other) to enter into and perform this Agreement, to issue the Preferred Shares and to carry on its businesses as now conducted and as proposed to be conductedout the terms hereof.

Organization and Standing. The Company is a corporation duly organizedformed, validly existing and in good standing under the laws of the State state of Delaware and Delaware. The Company has all requisite corporate power and authority to own, license and operate its properties, to carry on its businesses business as now conducted and as proposed to be conductedconducted and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted and as currently proposed to be conducted.. The Company is duly qualified and authorized to do business, and is in good

Organization and Standing. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses is in good standing as now conducted and as proposed to be conducteda domestic corporation under the laws of said state.

Organization and Standing. The Company is a corporation duly organized, ------------------------- validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on conduct its businesses business as now conducted and as proposed to be conducted. The Company is duly qualified to do business in all other jurisdictions in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power to own and authority operate its properties and assets, and to carry on its businesses business as now currently conducted and as proposed to be conducted.

Organization and Standing. The Company is a corporation duly organized, organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws, and is qualified and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed each other jurisdiction in which it is required to be conductedso qualified. The Company has made available to Lenders true, complete and correct copies of its certificate of incorporation and bylaws.

Organization and Standing. The Company is a corporation duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own, license and operate its properties, to carry on its businesses business as now conducted and as proposed to be conductedconducted and to execute and deliver this Agreement and to perform its obligations hereunder.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its businesses business as now presently conducted and as proposed to be conductedconducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. The Company is duly qualified to do business as a foreign corporation in every other jurisdiction in which the failure to so qualify would have a material adverse effect on the operations or financial condition of the Company.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite full corporate power and authority to carry on conduct its businesses business as now presently conducted and as proposed to be conductedenter into and perform this Agreement and to carry out the transactions contemplated by this Agreement.

Organization and Standing. The Company is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. The Company has all the requisite corporate power to own and authority operate its properties and assets, and to carry on its businesses business as now presently conducted and as proposed to be conductedconducted as provided in the Company's Business Plan dated July 15, 1998, and the Confidential Offering Memorandum dated September 9, 1998, copies of which have been provided to the Subscriber.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power to own or lease and authority operate its properties and assets and to carry on its businesses business as now presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on its business or properties.

Organization and Standing. The Company is a corporation duly ------------------------- organized, validly existing exisiting and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedDelaware.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its businesses business as now presently conducted and as proposed to be conductedconducted by it and to enter into and perform this Agreement and all other agreements required to be executed by the Company at or prior to the Closing pursuant to Section 2 (the "Ancillary Agreements") and to carry out the transactions contemplated by this Agreement and the Ancillary Agreements.

Organization and Standing. The Company is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conducted.Delaware; and

Organization and Standing. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power to own and authority operate its properties and assets and to carry on its businesses business as now presently conducted. The Company is qualified to do business in all jurisdictions in which the nature of the business conducted and as proposed to be conductedby it makes such qualification necessary.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power and authority to carry on its businesses business as it is now conducted and as proposed to be being conducted.

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company is qualified as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or the assets and properties owned or leased by it require such qualification. The Company has all requisite corporate power previously delivered to investors complete and authority to carry on correct copies of its businesses as now conducted and as proposed to be conductedcertificate of incorporation.

Organization and Standing. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware Delaware. Each of the Operating Companies is a corporation duly incorporated, validly existing and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conductedin good standing under the Laws of the State of Minnesota.

Organization and Standing. The Company is a corporation duly organizedorganized and existing under, validly existing and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its businesses business as now conducted and as proposed to be presently conducted.