Common use of Organization, Good Standing and Power Clause in Contracts

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity except as set forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary is duly qualified as a foreign entity 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 except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes of this Agreement, "Material Adverse Effect" means any material adverse effect on the business, operations, properties, prospects, or financial condition of the Company and its Subsidiaries, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in any material respect; provided, however, that the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission Documents (as defined in Section 2.1(f) hereof).

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conductedconducted and to enter into this Agreement and to perform its obligations hereunder. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) subsidiaries or own securities of any kind in any other entity entity, except as set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (the "Form 10-K); and (ii) all of the Company's filings with the Securities and Exchange Commission (the "SEC") prior to the date hereof (collectively, the "Commission Documents") or in Schedule 2.1(g) hereto. The Company and each such Subsidiary subsidiary is duly qualified as a foreign entity 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 except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse EffectEffect (as defined hereinafter) on the Company's financial condition. For the purposes of this Agreement, "Material Adverse Effect" means any material adverse effect on the business, operations, properties, prospects, assets or financial condition of the Company or its subsidiaries and its Subsidiaries, taken as a whole, and/or any condition, circumstance, which is material to such entity or situation that would prohibit other entities controlling or otherwise controlled by such entity or which is likely to materially interfere with hinder the ability of performance by the Company to perform any of its obligations obligation hereunder and under this Agreement in any material respect; provided, however, that the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission other Transaction Documents (as defined in Section 2.1(f2.1(b) hereof).

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity except as set forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary is duly qualified as a foreign entity 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 except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes of this Agreement, "“Material Adverse Effect" ” means any material adverse effect on the business, operations, properties, prospects, or financial condition of the Company and its Subsidiaries, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in any material respect; provided, however, that the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission Documents (as defined in Section 2.1(f) hereof), any effect of the announcement of the transactions contemplated by this Agreement and the other Transaction Documents, or any effects of general economic conditions.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity entity, except as set forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary is duly qualified as a foreign entity 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 necessary, except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes of this Agreement, "Material Adverse Effect" means any material adverse effect on the business, operations, propertiesassets, prospects, prospects or financial condition of the Company or its Subsidiaries and its Subsidiaries, taken as a whole, and/or any condition, circumstance, which is material to such entity or situation that would prohibit other entities controlling or otherwise materially interfere with the ability of controlled by such entity or the Company or which is likely to perform any materially hinder the performance by the Company of its obligations hereunder and under this Agreement in any material respect; provided, however, that the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission other Transaction Documents (as defined in Section 2.1(f2.1(b) hereof).

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity except as set forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary is duly qualified as a foreign entity 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 except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes of this Agreement, "Material Adverse Effect" means any material adverse effect on the business, operations, properties, prospects, prospects or financial condition of the Company or its Subsidiaries and its Subsidiaries, taken as a whole, and/or any condition, circumstance, which is material to such entity or situation that would prohibit other entities controlling or otherwise controlled by such entity or which is likely to materially interfere with hinder the ability of performance by the Company to perform any of its obligations hereunder and under this Agreement in any material respect; provided, however, that the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission other Transaction Documents (as defined in Section 2.1(f2.1(b) hereof).

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conductedconducted and to enter into this Agreement and to perform its obligations hereunder. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) subsidiaries or own securities of any kind in any other entity entity, except as set forth on in Schedule 2.1(g) hereto. The Company and each such Subsidiary subsidiary is duly qualified as a foreign entity 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 except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse EffectEffect (as defined hereinafter) on the Company's financial condition. For the purposes of this Agreement, "Material Adverse Effect" means any material adverse effect on the business, operations, properties, prospects, assets or financial condition of the Company or its subsidiaries and its Subsidiaries, taken as a whole, and/or any condition, circumstance, which is material to such entity or situation that would prohibit other entities controlling or otherwise controlled by such entity or which is likely to materially interfere with hinder the ability of performance by the Company to perform any of its obligations obligation hereunder and under this Agreement in any material respect; provided, however, that the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission other Transaction Documents (as defined in Section 2.1(f2.1(b) hereof).

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity entity, except as set forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary is duly qualified as a foreign entity 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 necessary, except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes of this Agreement, "Material Adverse Effect" means any material adverse effect on the business, operations, properties, prospects, prospects or financial condition of the Company or its Subsidiaries and its Subsidiaries, taken as a whole, and/or any condition, circumstance, which is material to such entity or situation that would prohibit other entities controlling or otherwise controlled by such entity or which is likely to materially interfere with hinder the ability of performance by the Company to perform any of its obligations hereunder and under this Agreement in any material respect; provided, however, that the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission other Transaction Documents (as defined in Section 2.1(f2.1(b) hereof).

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity subsidiaries except as set forth on in Schedule 2.1(g) hereto. Each subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (to the extent such concept or any similar concept exists in non-U.S. jurisdictions) and has the requisite corporate or other applicable organizational power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each such Subsidiary subsidiary is duly qualified as a foreign entity 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 except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes of this Agreement, "“Material Adverse Effect" ” means any material adverse effect on the business, operations, properties, prospects, or financial condition of the Company and its Subsidiaries, taken as a whole, subsidiaries and/or any condition, circumstance, circumstance or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in or any material respect; provided, however, that of the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission Documents (as defined in Section 2.1(f) hereof)other Transaction Documents.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Florida and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity subsidiaries except as set forth on in Schedule 2.1(g) hereto. Each subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (to the extent such concept or any similar concept exists in non-U.S. jurisdictions) and has the requisite corporate or other applicable organizational power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each such Subsidiary subsidiary is duly qualified as a foreign entity 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 except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes of this Agreement, "“Material Adverse Effect" ” means any material adverse effect on the business, operations, properties, prospects, or financial condition of the Company and its Subsidiaries, taken as a whole, subsidiaries and/or any condition, circumstance, circumstance or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in or any material respect; provided, however, that of the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission other Transaction Documents (as defined in Section 2.1(f) hereofbelow).

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity except as set forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary is duly qualified as a foreign entity 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 except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes of this Agreement, "Material Adverse Effect" means any material adverse effect on the business, operations, properties, prospects, properties or financial condition of the Company and its Subsidiaries, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in any material respect; provided, however, that the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission Documents (as defined in Section 2.1(f) hereof). For the purposes of this Agreement, "Subsidiary" shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other Subsidiaries.

Organization, Good Standing and Power. The Company Company, each of its Subsidiaries is a corporation or other entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware incorporation or organization (as applicable) and respectively, has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity except Except as set forth on Schedule 2.1(g) hereto. The 2.1(a), the Company and each such Subsidiary of its Subsidiaries is duly qualified as a foreign entity 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 necessary, except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For (hereinafter defined) As used in this Agreement and in all Transaction Documents (hereinafter defined) the purposes of this Agreement, "term “Material Adverse Effect" means ” shall mean (i) any material adverse effect on upon the business, operationsassets, properties, prospectsfinancial condition, business or financial condition prospects of the Company and its Subsidiaries, when taken as a consolidated whole, and/or (ii) any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its material covenants, agreements and obligations under this Agreement in or any material respect; provided, however, that the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission Documents (as defined in Section 2.1(f) hereof)other Transaction Document.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity except as set forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary is duly qualified as a foreign entity 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 except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes of this Agreement, "Material Adverse Effect" means any material adverse effect on the business, operations, properties, prospects, or financial condition of the Company and its Subsidiaries, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in any material respect; provided, however, that the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission Documents (as defined in Section 2.1(f) hereof).

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity except as set forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary is duly qualified as a foreign entity 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 except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes of this Agreement, "Material Adverse Effect" means any material adverse effect on the business, operations, properties, prospects, or financial condition of the Company and its Subsidiaries, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in any material respect; provided, however, that the foregoing shall not include operating losses and accrued sales taxes and regulatory fees in the amounts contemplated by the Commission Documents (as defined in Section 2.1(f) hereof).