The Buyer is a Nevada corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Buyer: (a) has all requisite power and authority, and has (or will at the Closing have) all governmental licenses, authorizations, consents and approvals, necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (b) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary.