Common use of Organization of the Company Clause in Contracts

Organization of the Company. The Company is a corporation ---------------------------- duly organized and existing in good standing under the laws of the State of California and has all requisite corporate authority to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign 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, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation ---------------------------- limited liability company duly organized and validly existing in good standing under the laws of the State of California California, has full power and has all requisite corporate authority to own and operate its properties property and to carry on its business as now being conducted. The Company , and is duly qualified as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the its property or business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effectrequires.

Organization of the Company. The Company is a corporation ---------------------------- duly organized organized, validly existing and existing in good standing under the laws of the State of California and California. The Company has all requisite corporate power and authority to own its properties and to carry on conduct its business as now it is presently being conducted. The Company is duly qualified as a foreign 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, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation ---------------------------- duly organized organized, validly existing and existing in good standing under the laws of the State of California and California. The Company has all requisite the corporate authority power to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the its business conducted or property owned requires it by it makes such qualification necessarylaw to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, other than those in which the failure so each as amended to qualify would not have a Material Adverse Effectdate, to Parent.

Organization of the Company. The Company is a corporation ---------------------------- duly organized organized, validly existing and existing in good standing under the laws Law of the State of California California, and has all requisite full corporate power and authority to own its properties and to carry on conduct its business as and to the extent now being conducted. The Company is duly qualified as a foreign corporation conducted and to do business own, use 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, other than those in which the failure so to qualify would not have a Material Adverse Effectlease its Assets and Properties.

Organization of the Company. The Company is a corporation ---------------------------- duly organized organized, validly existing and existing in good standing as a corporation under the laws of the State of California and has all requisite full corporate power and authority to own its properties and to carry on conduct its business as now it is presently being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation to do business and is in good standing in every each jurisdiction in which where the nature of the its business conducted or its ownership or use of property owned by it makes such qualification necessary, other than those in which except where the failure to so to qualify would not have a Material Adverse EffectEffect on the Company.

Organization of the Company. The Company is a corporation ---------------------------- duly organized organized, validly existing and existing in good standing under the laws of the State of California and California. The Company has all requisite the corporate authority power to own its properties and to carry on its business as now being currently conducted and as currently contemplated to be conducted. The Company is duly qualified or licensed to do business and in good standing as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted failure to be so qualified or property owned by it makes such qualification necessary, other than those in which the failure so to qualify licensed would not reasonably be expected to have a Material Adverse Effect.Effect on the

Organization of the Company. The Company is a corporation ---------------------------- duly organized incorporated and existing in good standing under the laws of the State of California and has all requisite corporate authority to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign 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, other than those in which the failure so to qualify would does not have a Material Adverse Effect.any subsidiaries and does not own more that

Organization of the Company. The Company (a) is a corporation ---------------------------- duly organized --------------------------- organized, validly existing and existing in good standing under the laws of the State of California California; (b) is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except where failure to so qualify would not have a material adverse effect upon the Company's business, its properties or its financial condition; and (c) has all requisite necessary corporate power and authority to own its properties and to carry on its business as it is now being conducted. The Company is duly qualified as a foreign corporation conducted and to do business own or lease 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, other than those in which the failure so to qualify would not have a Material Adverse Effectoperate its properties and assets.

Organization of the Company. The Company is a corporation ---------------------------- duly organized organized, validly existing and existing in good standing under the laws of the State of California and California. The Company has all requisite the corporate authority power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign 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, other than those in which the failure so to qualify would not have a Material Adverse Effect.The

Organization of the Company. The Company is a corporation ---------------------------- duly organized organized, validly existing and existing in good standing under the laws of the State of California and California. The Company has all requisite the corporate authority power to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure to be so to qualify qualified would not have a Material Adverse EffectEffect on the Company. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.

Organization of the Company. The Company is a corporation ---------------------------- duly --------------------------- organized and existing in good standing under the laws of the State of California and has all requisite corporate authority to own its properties and to carry on its business as now being conducted. Except as set forth in the SEC Documents, the Company does not have any subsidiaries. The Company is duly qualified as a foreign 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, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation ---------------------------- duly organized --------------------------- organized, validly existing and existing in good standing under the laws of the State of California and California. The Company has all requisite the corporate authority power to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature failure to be so qualified would be material. The Company has delivered a true and correct copy of the business conducted or property owned by it makes such qualification necessaryits Articles of Incorporation and Bylaws, other than those in which the failure so each as amended to qualify would not have a Material Adverse Effectdate, to Parent.

Organization of the Company. The Company is a corporation ---------------------------- duly organized and validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign 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, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation ---------------------------- duly organized organized, validly existing and existing in good standing under the laws of the State of California and California. The Company has all requisite the corporate authority power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature conduct of its business requires it to be qualified. The Company has delivered a true and correct copy of its Articles of Incorporations and Bylaws, as amended to date, to the business conducted Purchaser or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effectits counsel.

Organization of the Company. The Company is a corporation ---------------------------- duly organized organized, validly existing and existing in good standing under the laws of the State of California and California. The Company has all requisite the corporate authority power to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature failure to be so qualified would materially and adversely affect the Company. The Company has delivered a true and correct copy of the business conducted or property owned by it makes such qualification necessaryits Articles of Incorporation and Bylaws, other than those in which the failure so each as amended to qualify would not have a Material Adverse Effect.date, to Parent. 2.2

Organization of the Company. The Company is a corporation ---------------------------- duly organized organized, validly existing and existing in good standing under the laws of the State of California and has all requisite corporate full power and authority to own own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified or otherwise authorized as a foreign corporation to do transact business and is in good standing in every jurisdiction all jurisdictions in which the nature of the it is conducting its business conducted or property owned by it makes such qualification necessary, other than those in which (except where the failure to so to qualify would not have a Material Adverse Effectmaterial adverse effect on the Company) and each jurisdiction wherein the Company is qualified or authorized is set forth in Schedule 3.1.

Organization of the Company. The Company is a corporation ---------------------------- duly organized and existing in good standing under the laws of the State of California and has all requisite corporate authority to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign 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, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Organization of the Company. The Company is a corporation ---------------------------- California limited liability company, duly organized organized, validly existing and existing in good standing under the laws of the State of California and has all requisite corporate authority to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation and authorized to do business in all other states where required to be qualified and is in good standing in every jurisdiction in which authorized, except where the nature of the business conducted or property owned by it makes failure to obtain such qualification necessary, other than those in which the failure so to qualify would will not have a Company Material Adverse EffectEffect (as defined below).

Organization of the Company. The Company is a corporation ---------------------------- duly organized organized, validly existing and existing in good standing under the laws of the State of California and California. The Company has all requisite the corporate authority power to own its properties and to carry on its business as now being conducted. The Company conducted and is duly qualified as a foreign corporation to do business and is in good standing as a foreign corporation in every each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those failure to be so qualified would result in which the failure so to qualify would not have a Material Adverse EffectChange on the Company. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.