Common use of Organization, Authority and Qualification of the Company Clause in Contracts

Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (a) adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, or (b) otherwise have a Material Adverse Effect. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company and its stockholders. This Agreement has been, and upon its execution the Registration Rights Agreement shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon its execution the Registration Rights Agreement shall constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

Organization, Authority and Qualification of the Company. The (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into execute and deliver this Agreement and the Registration Rights AgreementAncillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is qualified to do business in the jurisdictions listed in Section 3.01 of the Company Disclosure Letter. Each of the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased nature of the business conducted by it or the operation ownership or leasing of its business properties makes such licensing or qualification necessary, except to the extent that other than where the failure to be so licensed, duly qualified or and in good standing would not (a) adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, or (b) otherwise have a Material Adverse Effect. The Company is Solvent. The execution and delivery of this Agreement and the Registration Rights Agreement Ancillary Agreements by the Company, the performance by the Company of its respective obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company and its stockholders, as the case may be. This Agreement has been, and upon its their execution and delivery, the Registration Rights Agreement Ancillary Agreements, the Notes and the Warrants shall have been, duly executed and delivered by the Company, and (assuming in the case of this Agreement and the Ancillary Agreements, due authorization, execution and delivery by the PurchaserPurchasers) this Agreement constitutes, and upon its execution the Registration Rights Agreement shall constitute, legal, valid and binding obligations of the Company, enforceable against except as may be limited by any applicable bankruptcy, insolvency or other Laws affecting the Company in accordance with their respective termsrights of creditors generally.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organizedorganized and validly existing, validly existing and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the laws Laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Stockholder Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that jurisdictions in which the failure to be so licensedlicensed or qualified would not, qualified individually or in good standing would not (a) adversely affect the ability of aggregate, have a material adverse effect on the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, or (b) otherwise have Subsidiaries taken as a Material Adverse Effectwhole. The execution and delivery of this Agreement and the Registration Rights Stockholder Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company and its stockholdersCompany. This Agreement has been, and upon its execution and delivery at the Registration Rights Closing, the Stockholder Agreement shall will have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the PurchaserInvestor) this Agreement constitutes, and upon its execution the Registration Rights Stockholder Agreement shall will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”).

Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Nevada and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted and as it is now proposed to be conducted. The Company has all necessary power and authority to enter into this Agreement and the Registration Rights Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The Company is duly licensed or qualified as a foreign corporation to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure for such failures to be so licensed, licensed or qualified or and in good standing that would not (a) adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, or (b) otherwise have a Material Adverse Effect. Complete and correct copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been made available by the Company to Parent. The Company is not in default in any respect in the performance, observation or fulfillment of any provision of its Articles of Incorporation or Bylaws. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (other than, with respect to the Merger, obtaining approval of the Company's stockholders and the filing and recordation of appropriate merger documents as required by the NRS). The Company hereby represents that the Board of Directors of the Company, at a meeting duly called and held, has unanimously, by vote of the directors attending such meeting, (i) determined by vote of its directors present at the meeting at which this Agreement was approved that the transactions contemplated hereby, including each of the Offer, the Merger, the Tender Agreement and the Tender and Voting Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and approved and adopted this Agreement and declared its advisability in accordance with the NRS, and (iii) recommended acceptance of the Offer and approval of this Agreement by the Company's stockholders (if such approval is required by applicable law). This Agreement has been, and upon its execution the Registration Rights Agreement shall have been, been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Parent and Purchaser) this Agreement constitutes, and upon its execution the Registration Rights Agreement shall constitute, constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms.

Organization, Authority and Qualification of the Company. The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands State of Delaware and has all necessary corporate full limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, to carry on its business as it is currently conducted, to enter into this Agreement and the Registration Rights Agreementother Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed, licensed or qualified or in good standing would not (a) adversely affect not, individually or in the ability of the Company to carry out its obligations underaggregate, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, or (b) otherwise have a Material Adverse Effect. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Registration Rights Agreement by the CompanyCompany is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of the Company and its stockholdersCompany. This Agreement has been, and upon its execution the Registration Rights Agreement shall have been, been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Purchasereach other party thereto) this Agreement constitutes, and upon its execution the Registration Rights Agreement shall constitute, constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powers. Each other Transaction Document to which the Company is a party has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party thereto) such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powers.

Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands State of Delaware and has all necessary corporate power and authority to enter into this Agreement own, operate or lease the properties and the Registration Rights Agreementassets now owned, operated or leased by it and to carry out on its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebybusiness as it is currently conducted. The Company is duly licensed or qualified to do business and is in good standing and is duly authorized, qualified or licensed to do business as a foreign corporation in each jurisdiction of the jurisdictions set forth in Section 3.2 of the Disclosure Schedules, which are the only jurisdictions in which the properties owned Company is required to be so authorized, qualified or leased by it or the operation of its business makes such licensing or qualification necessarylicensed, except to the extent that where the failure to be so authorized, licensed, qualified or in good standing would not (a) adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, or (b) otherwise have a Material Adverse Effect. The execution and delivery of All corporate actions taken by the Company in connection with this Agreement and each Transaction Document required as of the Registration Rights date hereof are duly authorized as of the date hereof, and any such actions required to be authorized on or prior to the Closing will be duly authorized on or prior to the Closing. This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company, the performance and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement and each Transaction Document to which the Company is a party constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its obligations hereunder and thereunder terms, subject to the General Enforceability Exceptions, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company and its stockholders. This Agreement has been, and upon its execution the Registration Rights Agreement shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon its execution the Registration Rights Agreement shall constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

Organization, Authority and Qualification of the Company. The (a) Except as a result of the commencement of the Bankruptcy Cases, the Company is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and jurisdiction of its incorporation and, subject to the entry of the Confirmation Order, has all necessary corporate power and authority to enter into this Agreement and the Registration Rights AgreementAncillary Agreements, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby Transactions. The Company has all necessary corporate power and therebyauthority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as it is currently conducted. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its respective business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not standing: (a) adversely affect has resulted from the ability commencement or continuance of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, Bankruptcy Cases; or (b) otherwise would not reasonably be expected to have a Material Adverse Effect. The Subject to the entry of the Confirmation Order, the execution and delivery of this Agreement and the Registration Rights Agreement Ancillary Agreements by the Company, the performance by the Company of its obligations hereunder and thereunder thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of the Company and its stockholders, and no other corporate action or proceeding on the part of the Company is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements, or the consummation of the Transactions. This Agreement has been, and upon its execution their execution, the Registration Rights Agreement Ancillary Agreements shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Purchaser) ), subject to the entry of the Confirmation Order, this Agreement constitutes, and and, upon its execution their execution, the Registration Rights Agreement Ancillary Agreements shall constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the Enforceability Exceptions.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (a) adversely affect not, individually or in the ability of the Company to carry out its obligations underaggregate, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, or (b) otherwise have a Material Adverse Effect. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company and its stockholdersCompany. This Agreement has been, and upon its execution and delivery at the Closing, the Registration Rights Agreement shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the PurchaserInvestor) this Agreement constitutesconstitutes and, and upon its execution the Registration Rights Agreement shall constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands state of California and has all necessary corporate power and authority to enter into this Agreement own, operate or lease the properties and the Registration Rights Agreementassets now owned, operated or leased by it and to carry out on its obligations hereunder business as it has been and thereunder and to consummate the transactions contemplated hereby and therebyis currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each other jurisdiction in which the properties owned or leased by it or the operation of its business the Business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (ai) adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, or (bii) otherwise have a Material Adverse Effect. The execution Company has all corporate authority and delivery of legal capacity to enter into this Agreement and each of the Registration Rights Agreement other agreements, instruments and documents required hereby to be executed and delivered by the Companyit, the performance by the Company of to carry out its obligations hereunder and thereunder and the consummation by the Company of to consummate the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company and its stockholdersthereby. This Agreement has been, and upon its execution and delivery thereof by the Registration Rights Agreement shall have beenCompany, each other agreement, instrument or document required hereby to be executed and delivered by the Company at the Closing will be, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Purchaser or the Purchaserother parties thereto, as applicable) this Agreement constitutes, and upon its execution or in the Registration Rights Agreement shall case of each agreement, instrument or document to be delivered at Closing, will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective its terms, subject as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. The Company has made available to Purchaser true and complete copies of the constituent documents and stock records of the Company as in effect as of the date of this Agreement.

Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of California and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights AgreementAncillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, licensed or qualified or in good standing would not (ai) adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, Ancillary Agreements or (bii) otherwise individually or in the aggregate have a Material Adverse Effect. The execution and delivery of this Agreement and the Registration Rights Agreement Ancillary Agreements by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company and its stockholdersCompany. This Agreement has been, and upon its their execution the Registration Rights Agreement Ancillary Agreements shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Purchaserother parties hereto and thereto) this Agreement constitutes, and upon its their execution the Registration Rights Agreement shall Ancillary Agreements will constitute, legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors rights generally and to general principles of equity.

Organization, Authority and Qualification of the Company. The Company is a corporation limited liability company duly organized, organized and validly existing and in good standing under the laws Laws of the Cayman Islands State of California and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreementother Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyTransactions. The Company is duly licensed or qualified to do business and is in good standing (to the extent that such concepts are recognized under applicable Law) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (a) adversely affect the ability of the Company to carry out its obligations under, and under this Agreement or the other Transaction Documents to which it is a party or to consummate the transactions contemplated by, this Agreement Transactions and the Registration Rights Agreement, or (b) otherwise have have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The execution and delivery by the Company of this Agreement and the Registration Rights Agreement by the Companyother Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite action on the part of the Company, and no other proceedings on the part of the Company are necessary to authorize this Agreement or the other Transaction Documents to which it is a party or to consummate the Transactions (other than obtaining the Member Approval and its stockholdersthe filing and recordation of appropriate merger documents as required by the CLLCA). This Agreement has been, and upon its execution the Registration Rights Agreement shall other Transaction Documents to which the Company is a party have been, been or will be duly executed and delivered by the Company, and (assuming due authorization, execution execution, and delivery by Parent and Merger Sub and any other party thereto, other than the PurchaserRelated Parties) this Agreement constitutesand the other Transaction Documents to which the Company is a party constitute a legal, valid, and upon its execution the Registration Rights Agreement shall constitute, legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, insolvency (including Laws relating to fraudulent transfers), reorganization, moratorium, or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).