Common use of Organization, Standing and Qualification Clause in Contracts

Organization, Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, lease and operate its property and assets and to conduct its business as presently and proposed to be conducted by it. The Company is in good standing under the laws of all jurisdictions in which the Company is required to qualify to do business, except where the failure to so qualify would not result in a Company Material Adverse Effect (as hereinafter defined).

Organization, Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, lease and operate its property and assets and to conduct its business as presently and proposed to be conducted by it. The Company is in good standing has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to carry out the laws of all jurisdictions in which the Company is required to qualify to do business, except where the failure to so qualify would not result in a Company Material Adverse Effect (as hereinafter defined)transactions contemplated by this Agreement.

Organization, Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate all requisite power and authority to own, lease and operate own its property properties and assets and to conduct carry on its business as presently now conducted and as proposed to be conducted by itconducted. The Except as set forth in the Schedule of Exceptions, the Company and is qualified to do business and is in good standing under the laws of (or has equivalent status in all jurisdictions relevant jurisdictions) in which the Company is required to qualify to do business, except each jurisdiction where the failure to be so qualify qualified would have a material adverse effect on its financial condition, business or operations. The Company has not result given any powers of attorney which are in a Company Material Adverse Effect (force as hereinafter defined)of the date hereof.

Organization, Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, lease and operate its property and assets and to conduct its business as presently and proposed to be conducted by it. The Company has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement. The Company is duly qualified to transact business and is in good standing under the laws of all jurisdictions in each jurisdiction in which the Company is required to qualify to do business, except where the failure to so qualify would not result in have a Company Material Adverse Effect (as hereinafter defined)material adverse effect on the Company.

Organization, Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, lease and operate its property and assets and to conduct its business as presently and proposed to be conducted by it. The Company has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of all jurisdictions in each jurisdiction in which the nature of its business and its ownership or leasing of property require that the Company is required to qualify to do business, except where the failure to become so qualify would not result in a Company Material Adverse Effect (as hereinafter defined)qualified.

Organization, Standing and Qualification. The Company is a corporation that is duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware, has full all necessary corporate power and authority to own, lease own properties owned by it and operate its property and assets and to conduct carry on its business as presently now owned and proposed to be conducted operated by it. The Company , and is duly qualified to do business as a foreign corporation and is in good standing under the laws of in all jurisdictions in which the Company is required to qualify to do business, except where the failure to so qualify would not result in have a Company Material Adverse Effect (as hereinafter defined)materially adverse effect upon its operations or financial condition.

Organization, Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware; has full all corporate requisite power and authority to own, own or lease and operate its property and assets properties and to conduct carry on its business as presently now conducted; and proposed is duly qualified or licensed to be conducted by it. The Company is do business as a foreign corporation in good standing under the laws of in all jurisdictions in which it owns or leases property or in which the Company is required to qualify to do business, except where the failure conduct of its business requires it to so qualify would not result in a Company Material Adverse Effect (as hereinafter defined)or be licensed.

Organization, Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware; and has full corporate all requisite power and authority to own, own or lease and operate its property and assets properties and to conduct carry on its business as presently and proposed to be conducted by it. The Company is in good standing under the laws of all jurisdictions in which the Company is required to qualify to do business, except where the failure to so qualify would not result in a Company Material Adverse Effect (as hereinafter defined)now conducted.

Organization, Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has full corporate all requisite power and authority to ownenter into and perform all of its obligations under the Documents, lease to issue and operate perform all of its property obligations under the Notes and assets the Warrants and to conduct its business as presently carry out the transactions contemplated hereby and proposed to be conducted by it. The Company is in good standing under the laws of all jurisdictions in which the Company is required to qualify to do business, except where the failure to so qualify would not result in a Company Material Adverse Effect (as hereinafter defined)thereby.

Organization, Standing and Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, lease and operate its property and assets and to conduct its business as presently and proposed to be conducted by it. The Company is in good standing under the laws of all jurisdictions in which the Company is required to qualify to do business, except where the failure to so qualify would not result in a Company Material Adverse Effect (as hereinafter defined)Delaware.

Organization, Standing and Qualification. The Company is a corporation duly organized, organized and validly existing and and, when the Shares are delivered, will be in good standing under the laws of Delaware; the State of Delaware and Company has full all requisite corporate power and authority to ownconsummate this transaction. All of the Shares will be lawfully issued, lease fully paid and operate its property and assets and to conduct its business as presently and proposed to be conducted by it. The Company is in good standing under the laws of all jurisdictions in which the Company is required to qualify to do business, except where the failure to so qualify would not result in a Company Material Adverse Effect (as hereinafter defined)non-assessable.

Organization, Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has full all requisite corporate power and authority to own, lease enter into and operate perform its property and assets obligations under this agreement and to conduct its business as presently and proposed to be conducted by it. The Company is in good standing under carry out the laws of all jurisdictions in which the Company is required to qualify to do business, except where the failure to so qualify would not result in a Company Material Adverse Effect (as hereinafter defined)transactions contemplated hereby.

Organization, Standing and Qualification. The Company (1) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware; (2) has full all requisite corporate power and authority to own, own or lease and operate its property and assets properties and to conduct carry on its business as presently now conducted and as proposed to be conducted by it. The Company conducted; and (3) is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of in all jurisdictions in which the Company it is required to qualify to do businessbe so qualified or licensed, except where the failure to be so qualify licensed or qualified would not result in have a Company Material Adverse Effect (as hereinafter defined)on the Company.

Organization, Standing and Qualification. The Company is a corporation that is duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware, has full all necessary corporate power and authority to own, lease own properties owned by it and operate its property and assets and to conduct carry on its business as presently now owned and proposed to be conducted operated by it. The Company , and is duly qualified to do business as a foreign corporation and is in good standing under the laws of in all jurisdictions in which the Company is required to qualify to do business, except where the failure to so qualify would not result in have a Company Material Adverse Effect (as hereinafter defined)materially adverse effect upon its operations or financial condition. for issuance upon conversion of the Note.

Organization, Standing and Qualification. The Company is a corporation duly organized, organized under the laws of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware and Delaware; has full corporate all requisite power and authority to ownown or lease real and personal property, lease and operate its property and assets properties and to conduct carry on its business as presently now conducted and as proposed to be conducted by it. The Company is in good standing under after the laws issuance of all jurisdictions in which the Company is required to qualify to do business, except where the failure to so qualify would not result in a Company Material Adverse Effect (as hereinafter defined)Option.

Organization, Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has full corporate all requisite power and authority to ownenter into and perform all of its obligations under the Documents, lease to issue and operate perform all of its property obligations under the Note and assets the Warrant and to conduct its business as presently carry out the transactions contemplated hereby and proposed to be conducted by it. The Company is in good standing under the laws of all jurisdictions in which the Company is required to qualify to do business, except where the failure to so qualify would not result in a Company Material Adverse Effect (as hereinafter defined)thereby.

Organization, Standing and Qualification. The Company It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. It has full all requisite corporate power and authority to own, lease and operate own its property and assets and to conduct its business as presently now conducted, and proposed to be conducted by it. The Company is duly qualified, in good standing under the laws of and duly authorized to do business in all jurisdictions in which the Company is required to qualify to do business, except where the failure to so qualify would not result in a Company Material Adverse Effect (as hereinafter defined)ownership of its property makes such qualification necessary.

Organization, Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, lease and operate its property properties and assets and to conduct its business as presently conducted and proposed to be conducted by it. The Company is in good standing under the laws of all jurisdictions in which the Company is required hereby and to qualify to do business, except where the failure to so qualify would not result in a Company Material Adverse Effect (as hereinafter defined)enter into this Agreement.

Organization, Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full all requisite corporate power and authority and governmental authorizations to own, lease and operate its property properties and assets and to conduct carry on its business as presently and proposed to be conducted by itit is now being conducted. The Company is in good standing under the laws of all jurisdictions in which the Company is required to qualify duly licensed or qualified to do businessbusiness as a foreign corporation in each other jurisdiction where such license or qualification is required, except where the failure to so qualify lack of such qualification would not result in have a Company Material Adverse Effect (as hereinafter defined)material adverse effect on its business or properties.