Common use of Organization, Standing, Etc Clause in Contracts

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or thereby.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware Delaware, and has all the requisite corporate power and authority to own or lease its properties and operate its properties, assets and to carry on its business in all material respects as it is now conducted being conducted. The Company has the requisite corporate power and as proposed authority to be conducted, issue the Shares and to enter into and otherwise perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or therebyAgreement.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a partyRegistration Rights Agreement, to issue and sell the Shares to be issued and sold at the Closing (except that the issue and sale of the Second Preferred Shares shall require the approval of the stockholders of the Company) and to carry out the transactions contemplated hereby or thereby.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own or lease its properties and operate its properties, to carry on its business as it is now conducted being conducted. The Company has the requisite corporate power and as proposed authority to be conducted, issue the Securities and to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or therebySubscription Agreement.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now presently conducted and as proposed to be conducted, to own and hold its properties and assets, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a partyAgreement, to issue and sell the Shares to be issued and sold at the Closing Securities and to carry out the transactions contemplated hereby or therebyprovisions hereof and the terms of the Securities.

Organization, Standing, Etc. The Company is a corporation duly --------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own or lease its properties and operate its properties, to carry on its business as it is now conducted being conducted. The Company has the requisite corporate power and as proposed authority to be conducted, issue the Shares and to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or therebySubscription Agreement.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own or lease its properties and operate its properties, to carry on its business as it is now conducted being conducted. The Company has the requisite corporate power and as proposed authority to be conducted, issue the Shares and to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or therebySubscription Agreement.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now presently conducted and as proposed to be conducted, to own and hold its properties and assets, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a partyAgreement, to issue and sell the Shares to be issued and sold at the Closing Securities and to carry out the transactions contemplated hereby or therebyprovisions hereof.

Organization, Standing, Etc. The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate legal power and authority to own own, lease and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing Securities and to carry out execute, deliver and perform each of the Operative Documents to which it is (or is to be) a party and to consummate the transactions contemplated hereby or therebyby the Operative Documents.

Organization, Standing, Etc. The Company is a corporation duly --------------------------- organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now presently conducted and as proposed to be conducted, to own and hold its properties and assets, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a partyAgreement, to issue and sell the Shares to be issued and sold at the Closing Securities and to carry out the transactions contemplated hereby or therebyprovisions hereof and the terms of the Certificate and the Securities.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all the requisite corporate power and authority to own its properties and operate its properties, to carry on its business in all material respects as it is now conducted being conducted. The Company is duly qualified to do business as a foreign corporation and as proposed is in good standing in all states or jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification and the failure to be conducted, to enter into and perform all of its obligations under this Agreement and each of so qualified would have a materially adverse effect on the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or therebyCompany's business.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a partyAgreement, to issue and sell the Shares to be issued and sold at the Closing New Note and to carry out the transactions contemplated hereby or therebyterms hereof and thereof.

Organization, Standing, Etc. of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform all of its obligations under this Agreement and each of Agreement, the Collateral Agreements Security Documents to which it is a partyparty and all other documents to be executed by it in connection with the transactions contemplated hereby, to issue and sell the Shares to be issued and sold at the Closing Notes and to carry out the transactions contemplated hereby or therebyterms hereof and thereof.

Organization, Standing, Etc. The Company is a corporation --------------------------- duly organized, ,In order to validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now presently conducted and as proposed to be conducted, to own and hold its properties and assets, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a partyAgreement, to issue and sell the Shares to be issued and sold at the Closing Securities and to carry out the transactions contemplated hereby or therebyprovisions hereof and the terms of the Certificate and the Securities.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its assets and operate its properties, to carry on its business as now conducted presently conducted. The Company has all requisite corporate power and as proposed authority to be conducted(i) execute, to enter into deliver and perform all of its obligations under this Agreement Agreement, (ii) issue the Series B Preferred Shares and each of the Collateral Agreements (iii) execute, deliver and perform its obligations under all other agreements and instruments executed and delivered by it pursuant to which it is a party, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or therebyin connection with this Agreement.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now presently conducted and as proposed to be conducted, to own and hold its properties and assets, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a partyEscrow Agreement, to issue and sell the Shares to be issued and sold at the Closing Securities and to carry out the transactions contemplated hereby or therebyprovisions hereof and the Escrow Agreement and the terms of the Certificate and the Securities.

Organization, Standing, Etc. of the Company. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform all of its obligations under this Agreement and each of Agreement, the Collateral Agreements Security Documents to which it is a partyparty and all other documents to be executed by it in connection with the transactions contemplated hereby, to grant the Agent for the benefit of the Lenders a security interest in the Collateral, to issue and sell the Shares to be issued and sold at the Closing Notes and to carry out the transactions contemplated hereby or therebyterms hereof and thereof.

Organization, Standing, Etc. The Company is a corporation duly --------------------------- organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a partyAgreement, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or therebyprovisions hereof and thereof.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or thereby.. 5.2

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now presently conducted and as proposed to be conducted, to own and hold its properties and assets, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a partyAgreement, to issue and sell the Shares to be issued and sold at the Closing Securities and to carry out the transactions contemplated hereby or therebyprovisions hereof and the terms of the Certificate and the Securities.

Organization, Standing, Etc. The Company is a corporation --------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now presently conducted and as proposed to be conducted, to own and hold its properties and assets, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a partyAgreement, to issue and sell the Shares to be issued and sold at the Closing Securities and to carry out the transactions contemplated hereby or therebyprovisions hereof and thereof.

Organization, Standing, Etc. of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Agreement, the Security Documents, and perform all of its obligations under this Agreement and each of other documents to be executed by it in connection with the Collateral Agreements to which it is a partytransactions contemplated hereby, to issue the Note and sell the Shares to be issued and sold at the Closing Warrant and to carry out the transactions contemplated hereby or therebyterms hereof and thereof.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a partyCommitment, to issue and sell the Preferred Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or thereby.

Organization, Standing, Etc. The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate legal power and authority to own own, lease and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing Securities and to carry out execute, deliver and perform each of the Operative Documents to which it is a party and to consummate the transactions contemplated hereby or therebyby the Operative Documents.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own own, lease and operate its properties, to carry on its business as now conducted and as now proposed to be conducted, to execute, deliver and enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue perform and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or therebyterms of this Agreement.

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own or lease its properties and operate its properties, to carry on its business as it is now conducted being conducted. The Company has the requisite corporate power and as proposed authority to be conductedissue the Shares and, upon conversion the underlying Common Stock (the "Underlying Shares") and to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or therebySubscription Agreement.

Organization, Standing, Etc. The Company is a corporation duly ---------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own or lease its properties and operate its properties, to carry on its business as it is now conducted being conducted. The Company has the requisite corporate power and as proposed authority to be conducted, issue the Securities and to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or therebySubscription Agreement.

Organization, Standing, Etc. The Company is a --------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now presently conducted and as proposed to be conducted, to own and hold its properties and assets, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a partyAgreement, to issue the Series F Preferred Stock and sell the Shares to be issued and sold at the Closing Conversion Stock and to carry out the transactions contemplated hereby or therebyprovisions hereof.