Common use of Qualification Clause in Contracts

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified to conduct do business as a foreign corporation and is in good standing in each jurisdiction wherein in which the nature of its activities the business as now conducted or its properties the character of the property owned or leased by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a material adverse effect affect on the business, assets, prospects or condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects ) of the Company taken as (a whole (the “Condition "Material Adverse Effect"). The Company Disclosure Letter sets forth a list of the Company”)jurisdictions in which the Company is qualified to do business, if any.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “"Condition of the Company”").

Qualification. The Company is duly qualified to conduct do business as a foreign corporation and is in good standing in each jurisdiction wherein all jurisdictions in which its ownership or lease of real property or in which the nature conduct of its activities or its properties owned or leased makes such business requires qualification necessary, except where as a foreign corporation and in which the failure to be so qualified qualify would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”)Material Adverse Effect.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”). Schedule 2.2 sets forth a list of the jurisdictions in which the Company is so qualified to conduct business.

Qualification. The Company is duly licensed or qualified to conduct do business as a foreign corporation company, and is in good standing standing, in each jurisdiction wherein the nature character of its activities or its the properties owned or leased by it, or the nature of its business, makes such licensing or qualification necessary, except where for such jurisdictions in which the failure to be so qualified would not have a material adverse effect on Company Material Adverse Effect and would not materially delay the condition (financial Closing or otherwise), properties, assets, liabilities, business operations, results of operations or prospects materially and adversely affect the ability of the Company taken as a whole (parties to consummate the “Condition of the Company”)transactions contemplated hereby.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, liabilities or results of operations or prospects of the Company taken as a whole (the “Condition "Material Adverse Effect"). Schedule 2.2 sets forth a list of the Company”)jurisdictions in which the Company is so qualified to conduct business.

Qualification. The Company and each Subsidiary is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, operations or results of operations or prospects of the Company taken as a whole (the ““ Condition of the Company”).

Qualification. The Company is duly qualified to conduct do business as a foreign corporation corporation, and is in good standing in each jurisdiction wherein standing, under the laws of all jurisdictions where the property owned, leased or operated by it or the nature of its activities or its properties owned or leased makes business requires such qualification necessary, except and where the failure to be so qualified will or would not reasonably be expected to have or result in a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects Company Material Adverse Effect. Part 2.1(b) of the Disclosure Schedule accurately sets forth each jurisdiction where the Company taken is qualified to do business as a whole (the “Condition of the Company”)foreign corporation.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition "CONDITION OF THE COMPANY"). SCHEDULE 2.2 sets forth a list of the Company”)jurisdictions in which the Company is so qualified to conduct business.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, operations or results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect Material Adverse Effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”). Section 2.2 of the Disclosure Schedule sets forth a list of the jurisdictions in which the Company is so qualified to conduct business.

Qualification. The Each of the Company and its Subsidiaries is duly qualified to conduct do business as a foreign corporation and is in good standing in each jurisdiction wherein where the nature of its activities operations or its properties owned or leased makes requires such qualification necessarya qualification, except for where the failure to so qualify, does not, and could not reasonably be so qualified would not have expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”)Material Adverse Effect.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, operations or results of operations or prospects of the Company taken as a whole (the ““ Condition of the Company”).

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each state or other jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would could not reasonably be expected to have a material adverse effect (“Material Adverse Effect”) on the condition (financial or otherwise), properties, assets, liabilities, business operations, liabilities or results of operations or prospects of the Company taken as a whole (the “Condition of the Company”)whole.

Qualification. The Each of the Company and its Subsidiaries is duly qualified to conduct business and in good standing as a foreign corporation and is in good standing authorized to do business in each jurisdiction wherein (other than the jurisdiction of its incorporation) in which the nature of its activities or its the character of the properties owned it owns or leased leases makes such qualification necessary, except where necessary and in which the failure so to be so qualified qualify would not have a material materially adverse effect on the condition (financial or otherwise)Company and its Subsidiaries, properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”)whole.

Qualification. The Company is and each subsidiary are duly qualified to conduct business as a foreign corporation corporations and is are in good standing in each jurisdiction wherein the nature of its their activities or its their properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company or any such subsidiary taken as a whole (the “Condition of the Company”).

Qualification. The Each of the Company and the Company Subsidiary is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, operations or results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing (if such concept is applicable in the relevant jurisdiction) in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise)condition, properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, operations or results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified to conduct business and in good standing as a foreign corporation and is in good standing authorized to do business in each jurisdiction wherein in which the nature of its activities or its the character of the properties owned it owns or leased leases makes such qualification necessary, except other than those jurisdictions where the failure to be so qualified qualify would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”)Material Adverse Effect.

Qualification. The Company is duly qualified to conduct do business as a foreign corporation and is in good standing in each jurisdiction wherein in which the nature of its activities the business as now conducted or its properties the character of the property owned or leased by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a material adverse effect affect on the business, assets, prospects or condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects ) of the Company taken as (a whole (the “Condition "Material Adverse Effect"). The Stockholder Disclosure Letter sets forth a list of the Company”)jurisdictions in which the Company is qualified to do business, if any.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition "CONDITION OF THE Company"). SCHEDULE 2.2 sets forth a list of the Company”)jurisdictions in which the Company is so qualified to conduct business.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial condition, business, or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each state or other jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”)Material Adverse Effect.

Qualification. The Company is duly qualified to conduct do business and in good standing as a foreign corporation in each jurisdiction in which the nature or location of the Company's business or properties requires such qualification, except such jurisdictions in which the failure so to qualify is not likely to have a Material Adverse Effect on the financial condition or operations of the Company. SCHEDULE 3.2 sets forth all jurisdictions in which the Company is qualified to do business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”)corporation.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would could not reasonably be expected to have a material an adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, operations or results of operations or prospects of the Company taken as a whole (the “"Condition of the Company”"). Schedule 2.2 to the Company Disclosure Statement sets forth a list of the jurisdictions in which the Company is so qualified to conduct business.

Qualification. The Company is duly qualified to conduct business as a foreign domestic corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”). The Company is not qualified to conduct business in any jurisdiction other than the State of Nevada.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have hav e a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, operations or results of operations or prospects of the Company taken as a whole (the “"Condition of the Company”").

Qualification. The Company is duly qualified to conduct do business and in good standing as a foreign corporation and is in good standing all jurisdictions in each jurisdiction wherein which the nature of its activities business or its the properties owned or assets owned, leased or operated by it makes such qualification necessary, except where the failure to be so qualified as would not have a reasonably be expected to be, individually or in the aggregate, material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of to the Company”).

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, operations or results of operations or prospects of the Company taken as a whole (the “Condition of the Company”). Schedule 2.2 sets forth a list of the jurisdictions in which the Company is so qualified to conduct business.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, operations and results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified to conduct do business ------------- as a foreign corporation or organization and is in good standing as such in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessaryin which it is required to be so qualified, except where the failure for failures to be so qualified would that could not in the aggregate have a material adverse effect any Material Adverse Effect on the condition (business, operations, assets, prospects or condition, financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Each of the Company and the Company Subsidiaries is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company, or the Company Subsidiaries, taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified to conduct ------------- business as a foreign corporation it is currently being conducted and is in good standing as a foreign corporation in each jurisdiction wherein all jurisdictions in which the nature of its activities business or location of its properties owned or leased makes require such qualification necessaryqualification, except where the failure to be so qualified or in good standing would not have a material materially adverse effect on the condition (Company's business or financial or otherwise)condition, properties, assets, liabilities, business operations, results of operations or prospects of the Company taken and except as a whole (the “Condition of the Company”).set forth on Exhibit 4.02 hereto. ------------

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing the State of Colorado and in each other jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Each of the Company and each Company Subsidiary is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”)Material Adverse Effect.

Qualification. The Company is duly qualified to conduct business as a foreign corporation to do business and is in good standing in each jurisdiction wherein where the nature of its activities the business conducted or its properties property owned or leased by it makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified or licensed to conduct do business as a foreign corporation and is in good standing in each every jurisdiction wherein where the character of its properties, owned or leased, or the nature of its activities or its properties owned or leased makes make such qualification necessary, except where the failure to be so qualified would will not be reasonably likely to have a an effect which is material and adverse effect on to the business, financial condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (the “Condition of the Company”a "Company Material Adverse Effect").

Qualification. The Company is duly qualified to conduct business and in good standing as a foreign corporation and is in good standing all jurisdictions in each jurisdiction wherein which the character of its properties or the nature of its activities or its properties owned or leased makes such qualification necessary, except where other than any jurisdictions in which the failure to be so qualified absence of such qualifications or good standings, both individually and in the aggregate, would not have a material adverse effect Material Adverse Effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”)Material Adverse Effect.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”)Material Adverse Effect.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect Material Adverse Effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”). Schedule 2.2 of the Disclosure Schedules sets forth a list of the jurisdictions in which the Company is so qualified to conduct business.

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise)condition, properties, assets, liabilities, business operations, operations or results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

Qualification. The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise)condition, properties, assets, liabilities, liabilities or business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”). Schedule 2.2 sets forth a list of the jurisdictions in which the Company is so qualified to conduct business.

Qualification. The Company is duly qualified to conduct business and in good standing as a foreign corporation and is in good standing authorized to do business in each jurisdiction wherein in which the nature of its activities or its properties owned the character of the Properties it owns or leased leases makes such qualification necessary, except other than those jurisdictions where the failure to be so qualified qualify would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”)Material Adverse Effect.

Qualification. The Company is Companies are duly qualified to conduct business as a foreign corporation corporations and is are in good standing in each state or other jurisdiction wherein the nature of its their activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, liabilities or results of operations or prospects of the Company Companies taken as a whole (the “Condition of the CompanyMaterial Adverse Effect”).

Qualification. The Company is duly qualified to conduct business as it is currently being conducted and, except where failure to be qualified would not reasonably be expected to cause a foreign corporation and Material Adverse Change, is in good standing as a foreign corporation in each jurisdiction wherein all jurisdictions in which the nature of its activities business or location of its properties owned or and leased makes property and assets requires such qualification necessaryqualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results evidence of operations or prospects of the Company taken which is attached hereto as a whole (the “Condition of the Company”)Exhibit 3.2.

Qualification. The Company is duly qualified to conduct do business as a foreign corporation and is in good standing in each jurisdiction wherein in which the nature of its activities the business as now conducted or its properties the character of the property owned or leased by it makes such qualification necessary, except where the necessary and failure to be so qualified would not qualify could have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operationscondition, results of operations operations, business or prospects properties of the Company taken as or the Surviving Corporation. Schedule 3.2 sets forth a whole (the “Condition list of the Company”)jurisdictions in which the Company is qualified to do business, if any.

Qualification. The Company is duly qualified to conduct business as a foreign corporation it is currently being conducted and is in good standing as a foreign corporation in each jurisdiction wherein all jurisdictions in which the nature of its activities business or location of its properties owned or leased makes require such qualification necessaryqualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material materially adverse effect on the condition (Company's business or financial or otherwise)condition, properties, assets, liabilities, business operations, results of operations or prospects and except as set forth in Section 2.2 of the Company taken as a whole (the “Condition of the Company”)Disclosure Schedules.