Organization; Good Standing; Power. Buyer is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or organization. Buyer possesses full power and authority necessary to own, operate and lease its properties and to carry on its businesses in all material respects as presently conducted.

. The Buyer is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and all other jurisdictions in which its ownership of property or conduct of business requires it to be qualified. The Buyer possesses all requisite organizational power and authority necessary to own, operate and lease and license its properties, to carry on its business as now conducted and to carry out the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party.

Organization and Good Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of California, its state of formation. Buyer has full corporate power and authority to own and operate its properties and assets and to conduct its business as now conducted.

Organization, Good Standing, Etc. Purchaser is a limited liability company, duly organized, validly existing and in good standing under the Applicable Laws of the jurisdiction of its formation, and has the limited liability company power and authority to own, lease and operate its Assets and to carry on its business as now being conducted.

Organization and Power. Purchaser is duly incorporated or formed (as the case may be), validly existing and in good standing in the jurisdiction of its incorporation or formation, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as currently being conducted.

Organization and Good Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the corporate power to own its assets and to transact the business in which it is currently engaged. Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a Material Adverse Effect on the Buyer's ability to perform its obligations hereunder.

Organization and Good Standing. Each Seller is duly organized, validly existing and in good standing under the Laws of the state of its formation and has all requisite power and authority to own, lease and operate its properties and assets and carry on its business. Each Seller is duly qualified or authorized to do business and is in good standing under the Laws of each jurisdiction in which it owns, leases or operates its properties and assets and each other jurisdiction in which the conduct of its business or the ownership of its properties and assets requires such qualification or authorization. Each Seller, if not a natural person, has made available to the Purchaser a true and complete copy of the articles of organization or similar organizational documents, of the Seller, as currently in effect, certified as of a recent date by the Secretary of State of the state of its formation, and a true and complete copy of the operating agreement of the Seller, if any, as currently is in effect.

Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

Organization, Standing and Power. Buyer is a company duly organized and validly existing business company limited under the laws of the British Virgin Islands. Buyer has the corporate power and authority to own, operate and lease its properties and to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement. Buyer is not in violation of its memorandum and articles of association, in each case as amended to date.

Organization and Good Standing; Power and Authority. Such Purchaser has been duly organized and validly exists in good standing under the laws of such Purchaser’s jurisdiction of organization or formation. Such Purchaser has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to carry out the transactions contemplated by this Agreement.