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

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. 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 (both owned and leased) 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 business (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite full corporate power and authority to own and operate its properties and assets and to carry on conduct its business as now conducted and as proposed to be currently conducted. The Company is duly qualified and is authorized to do business as a foreign corporation and is in good standing as a foreign corporation in all jurisdictions in which the character of the property owned or leased or the nature of its activities and of its properties (both owned and leased) the business transacted by it makes such qualification necessary, except for those jurisdictions in which where the failure to do be so qualified would not have a material adverse effect on the business, properties, prospects, financial condition or results of operations of the Company or its business (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the all requisite corporate power to own and operate its properties and assets and authority to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified and is authorized to do transact business and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so qualify would not have a material adverse effect on the business, condition (financial or otherwise), projections or results of operations of the Company or and its business Subsidiaries (as defined below), taken as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own and operate its properties and assets and assets, to carry on its business as now conducted presently conducted, to execute and as proposed deliver this Agreement, to be conductedissue and sell the Shares and to perform its obligations pursuant to this Agreement and the Certificate. The Company is duly presently qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which each jurisdiction where the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do be so would not qualified could reasonably be expected to have a material adverse effect on the Company Company’s financial condition or its business as now conducted (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own and operate its properties and assets and assets, to carry on its business as now conducted presently conducted, to execute and as proposed deliver this Agreement, to be conductedissue and sell the Shares and the Conversion Shares and to perform its obligations pursuant to this Agreement and the Restated Certificate. The Company is duly presently qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which each jurisdiction where the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do be so would not qualified could reasonably be expected to have a material adverse effect on the Company Company’s financial condition or its business as now conducted (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. 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 (both owned and leased) 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 business (a “Material Adverse Effect”Effect (as defined below).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. 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 (both owned and leased) 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 business (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate full power and authority to own and operate its properties and assets assets, and to carry on its business as now presently conducted and as proposed to be conducted. The Company is duly qualified and qualified, 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 (both owned and leased) makes such qualification necessary, except for those jurisdictions jurisdictions, in the aggregate, in which failure to do so would not have a material adverse effect on the Company or its business (a “Material Adverse Effect”)business.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNevada. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. 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 (both owned and leased) 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 business (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly incorporated, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company and has the all requisite corporate power and authority to own and operate its properties and assets assets, to execute and deliver this Agreement and to carry on its business as now presently conducted and as presently proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in Massachusetts and all other jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions necessary and in which failure to do so qualify would not have a material adverse effect on the Company or its business (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite full corporate power and lawful authority to own and operate its properties and assets and to carry on conduct its business as now conducted and as proposed to be conducteddescribed in its Company Information. The Company is duly qualified and is authorized to do business as a foreign corporation and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of the business conducted or as proposed to be conducted in its activities and of its Company Information, by it or the properties (both owned and leased) owned, leased or operated by it, makes such qualification necessary, except for those jurisdictions in which or licensing necessary and where the failure to do be so qualified or licensed would not have a material adverse effect on upon the business, properties or financial condition of the Company or its business (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. 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 (both owned and leased) 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 business (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite full corporate power and authority to own and operate its properties and assets and to carry on conduct its business as now currently conducted and as or proposed to be conductedconducted as disclosed in the Memorandum. The Company is duly qualified and is authorized to do business as a foreign corporation and is in good standing as a foreign corporation in all jurisdictions in which the character of the property owned or leased or the nature of its activities and of its properties (both owned and leased) the business transacted by it makes such qualification necessary, except for those jurisdictions in which where the failure to do so qualify would not have a any material adverse effect on change in the financial condition, management, business prospects, technology, or results of operations of the Company or its business (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has the requisite full corporate power and lawful authority to own and operate its properties and assets and to carry on conduct its business as now conducted and as proposed to be conducteddescribed in its Company Information. The Company is duly qualified and is authorized to do business as a foreign corporation and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of the business conducted or as proposed to be conducted in its activities and of its Company Information, by it or the properties (both owned and leased) owned, leased or operated by it, makes such qualification necessary, except for those jurisdictions in which or licensing necessary and where the failure to do be so qualified or licensed would not have a material adverse effect on upon the business, properties or financial condition of the Company or its business (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. 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 (both owned and leased) 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 business (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the , with all requisite corporate power and authority to own own, lease, operate and operate occupy its properties and assets and to carry on its business as now conducted and as proposed to be currently conducted. The Company is duly qualified and is authorized to do business as a foreign corporation and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which its ownership or leasing of any properties or the nature character of its activities and of its properties (both owned and leased) makes operations requires such qualification necessaryqualification, except for those jurisdictions in which where the failure to do be so qualified would not have a material adverse effect on the Company financial condition, results of operations or its business of the Company, taken as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. 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 (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so qualify or be in good standing would not have a material adverse effect on the Company or its business (a “Material Adverse Effect”).