Common use of Organization of Acquiree; Authority Clause in Contracts

Organization of Acquiree; Authority. Acquiree is an corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming and has all requisite individual power and individual authority to enter into the Transaction Documents, to consummate the transactions contemplated hereby and thereby, to own, lease and operate Acquiree properties and to conduct Acquiree business. Subject to the approval by Shareholders, the execution, delivery and performance by Acquiree of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Acquiree, including, without limitation, the approval of Shareholders. The Transaction Documents have been duly executed and delivered by Acquiree and, assuming that the Transaction Documents constitute a valid and binding obligation of TRO, constitute a valid and binding obligation of Acquiree. Acquiree is duly qualified or licensed to do business as a foreign Entity and are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a Acquiree Material Adverse Effect on Acquiree. Acquiree has herewith delivered or made available to TRO complete and correct copies of WIOG articles, bylaws, and Board minutes, as in effect as of the date of this Agreement. Acquiree is not in violation of its organizational documents.

Organization of Acquiree; Authority. Acquiree is an a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming Delaware and has all requisite individual corporate power and individual corporate authority to enter into the Transaction Documents, to consummate the transactions contemplated hereby and thereby, to own, lease and operate Acquiree its properties and to conduct Acquiree its business. Subject to the receipt of shares holder approval by ShareholdersAcquiree holders, the execution, delivery and performance by Acquiree of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Acquiree, including, without limitation, the approval of Shareholdersthe board of directors of Acquiree. The Transaction Documents have been duly executed and delivered by Acquiree and, assuming that the Transaction Documents constitute a valid and binding obligation of TROICG, constitute a valid and binding obligation of Acquiree. Acquiree is duly qualified or licensed to do business as a foreign Entity and are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a Acquiree Material Adverse Effect on Acquiree. Acquiree has herewith delivered or made available to TRO ICG complete and correct copies of WIOG articlesthe articles of organization and conversion to a corporation and by-laws of Acquiree, bylaws, the minute books and Board minutesstock transfer records of Acquiree, as in effect as of the date of this Agreement. Acquiree is not in violation of its organizational documents.

Organization of Acquiree; Authority. Acquiree is an a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming Delaware and has all requisite individual corporate power and individual corporate authority to enter into the Transaction Documents, to consummate the transactions contemplated hereby and thereby, to own, lease and operate Acquiree its properties and to conduct Acquiree its business. Subject to the receipt of shares holder approval by ShareholdersAcquiree holders, the execution, delivery and performance by Acquiree of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Acquiree, including, without limitation, the approval of Shareholdersthe board of directors of Acquiree. The Transaction Documents have been duly executed and delivered by Acquiree and, assuming that the Transaction Documents constitute a valid and binding obligation of TROICG, constitute a valid and binding obligation of Acquiree. Acquiree is duly qualified or licensed to do business as a foreign Entity and are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a Acquiree Material Adverse Effect on Acquiree. Acquiree has herewith delivered or made available to TRO ICG complete and correct copies of WIOG articlesthe articles of organization and conversion to a corporation and by-laws of Acquiree, bylaws, the minute books and Board minutesstock transfer records of Acquiree, as in effect as of the date of this Agreement. Acquiree is not in violation of its organizational documents.. SECTION 4.02

Organization of Acquiree; Authority. Acquiree is an a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming Florida and has all requisite individual corporate power and individual corporate authority to enter into the Transaction Documents, to consummate the transactions contemplated hereby and thereby, to own, lease and operate Acquiree its properties and to conduct Acquiree its business. Subject to the receipt of shares holder approval by ShareholdersAcquiree holders, the execution, delivery and performance by Acquiree of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Acquiree, including, without limitation, the approval of Shareholdersthe board of directors of Acquiree. The Transaction Documents have been duly executed and delivered by Acquiree and, assuming that the Transaction Documents constitute a valid and binding obligation of TROBEI, constitute a valid and binding obligation of Acquiree. Acquiree is duly qualified or licensed to do business as a foreign Entity and are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a Acquiree Material Adverse Effect on Acquiree. Acquiree has herewith delivered or made available to TRO BEI complete and correct copies of WIOG articlesthe articles of organization and by-laws of Acquiree, bylaws, the minute books and Board minutesstock transfer records of Acquiree, as in effect as of the date of this Agreement. Acquiree is not in violation of its organizational documents.

Organization of Acquiree; Authority. Acquiree is an a corporation duly organized, validly existing and in good standing under the laws of the State Hong Kong Special Administrative Region, The People's Republic of Wyoming China and has all requisite individual corporate power and individual corporate authority to enter into the Transaction Documents, to consummate the transactions contemplated hereby and thereby, to own, lease and operate Acquiree its properties and to conduct Acquiree its business. Subject to the receipt of shares holder approval by ShareholdersAcquiree holders, the execution, delivery and performance by Acquiree of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Acquiree, including, without limitation, the approval of Shareholdersthe board of directors of Acquiree. The Transaction Documents have been duly executed and delivered by Acquiree and, assuming that the Transaction Documents constitute a valid and binding obligation of TRO, constitute a valid and binding obligation of Acquiree. Acquiree is duly qualified or licensed to do business as a foreign Entity and are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a Acquiree Material Adverse Effect on Acquiree. Acquiree has herewith delivered or made available to TRO ASPI complete and correct copies of WIOG articlesthe articles of organization and conversion to a corporation and by-laws of Acquiree, bylaws, the minute books and Board minutesstock transfer records of Acquiree, as in effect as of the date of this Agreement. Acquiree is not in violation of its organizational documents.

Organization of Acquiree; Authority. Acquiree is an a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming Texas and has all requisite individual corporate power and individual corporate authority to enter into the Transaction Documents, to consummate the transactions contemplated hereby and thereby, to own, lease and operate Acquiree its properties and to conduct Acquiree its business. Subject to the receipt of shares holder approval by ShareholdersAcquiree holders, the execution, delivery and performance by Acquiree of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Acquiree, including, without limitation, the approval of Shareholdersthe board of directors of Acquiree. The Transaction Documents have been duly executed and delivered by Acquiree and, assuming that the Transaction Documents constitute a valid and binding obligation of TROGEC, constitute a valid and binding obligation of Acquiree. Acquiree is duly qualified or licensed to do business as a foreign Entity and are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a Acquiree Material Adverse Effect on Acquiree. Acquiree has herewith delivered or made available to TRO GEC complete and correct copies of WIOG articlesthe articles of organization and conversion to a corporation and by-laws of Acquiree, bylaws, the minute books and Board minutesstock transfer records of Acquiree, as in effect as of the date of this Agreement. Acquiree is not in violation of its organizational documents.

Organization of Acquiree; Authority. Acquiree is an corporation a individual duly organized, validly existing and in good standing under the laws of the State of Wyoming Colorado and has all requisite individual power and individual authority to enter into the Transaction Documents, to consummate the transactions contemplated hereby and thereby, to own, lease and operate Acquiree properties and to conduct Acquiree business. Subject to the approval by ShareholdersAcquiree, the execution, delivery and performance by Acquiree of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Acquiree, including, without limitation, the approval of ShareholdersAcquiree. The Transaction Documents have been duly executed and delivered by Acquiree and, assuming that the Transaction Documents constitute a valid and binding obligation of TROLTH, constitute a valid and binding obligation of Acquiree. Acquiree is duly qualified or licensed to do business as a foreign Entity and are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a Acquiree Material Adverse Effect on Acquiree. Acquiree has herewith delivered or made available to TRO LTH complete and correct copies of WIOG articles, bylaws, and Board minutesGIWS, as in effect as of the date of this Agreement. Acquiree is not in violation of its organizational documents.

Organization of Acquiree; Authority. Acquiree is an a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming Colorado and has all requisite individual corporate power and individual corporate authority to enter into the Transaction Documents, to consummate the transactions contemplated hereby and thereby, to own, lease and operate Acquiree its properties and to conduct Acquiree its business. Subject to the receipt of shares holder approval by ShareholdersAcquiree holders, the execution, delivery and performance by Acquiree of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Acquiree, including, without limitation, the approval of Shareholdersthe board of directors of Acquiree. The Transaction Documents have been duly executed and delivered by Acquiree and, assuming that the Transaction Documents constitute a valid and binding obligation of TROGI, constitute a valid and binding obligation of Acquiree. Acquiree is duly qualified or licensed to do business as a foreign Entity and are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a Acquiree Material Adverse Effect on Acquiree. Acquiree has herewith delivered or made available to TRO GI complete and correct copies of WIOG articlesthe articles of organization and conversion to a corporation and by-laws of Acquiree, bylaws, the minute books and Board minutesstock transfer records of Acquiree, as in effect as of the date of this Agreement. Acquiree is not in violation of its organizational documents.

Organization of Acquiree; Authority. Acquiree is an corporation individual duly organized, validly existing and in good standing under the laws of the State of Wyoming Colorado and has all requisite individual power and individual authority to enter into the Transaction Documents, to consummate the transactions contemplated hereby and thereby, to own, lease and operate Acquiree properties and to conduct Acquiree business. Subject to the approval by ShareholdersAcquiree, the execution, delivery and performance by Acquiree of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Acquiree, including, without limitation, the approval of ShareholdersAcquiree. The Transaction Documents have been duly executed and delivered by Acquiree and, assuming that the Transaction Documents constitute a valid and binding obligation of TROLTH, constitute a valid and binding obligation of Acquiree. Acquiree is duly qualified or licensed to do business as a foreign Entity and are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a Acquiree Material Adverse Effect on Acquiree. Acquiree has herewith delivered or made available to TRO LTH complete and correct copies of WIOG articles, bylaws, and Board minutesGIWS, as in effect as of the date of this Agreement. Acquiree is not in violation of its organizational documents.

Organization of Acquiree; Authority. Acquiree is an a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Wyoming Arizona and has all requisite individual power and individual authority to enter into the Transaction DocumentsDocuments to which it is a party, and to consummate the transactions contemplated hereby and thereby, . Acquiree has full legal authority to own, lease operate, and operate Acquiree properties and to conduct Acquiree businessits business in Arizona. Subject to the approval by Shareholders, the The execution, delivery delivery, and performance by Acquiree of this Agreement and any agreement executed and delivered in connection with this Agreement (collectively, the "Transaction Documents Documents") and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized by all necessary action corporate actions on the part of Acquiree, including, without limitation, the approval of Shareholders. The Transaction Documents have been duly executed and delivered by Acquiree delivered, and, assuming that the Transaction Documents constitute a valid and binding obligation of TROTPTG, they shall also constitute a valid and binding obligation of Acquiree. Acquiree enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or moratorium or other similar laws or equitable principles affecting creditors ' rights generally and subject to general equitable principles which may limit the enforcement of certain remedies.. Acquiree is duly qualified or licensed to do business as a foreign Entity and are is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business is conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, not have a Acquiree Material Adverse Effect material adverse effect on the business, operations, assets, financial condition, prospects or results of operations, of Acquiree, taken as a whole. Acquiree has herewith here,;.\1ith delivered or made available to TRO TPTG complete and correct copies of WIOG articles, bylaws, and Board minutes, as the articles of incorporation in effect as of the date of this Agreement. Acquiree is not in violation of its organizational documents.