SuckerPunch is a corporation duly organized and validly existing in good standing under the laws of the Commonwealth of Virginia, duly qualified to transact business as a foreign entity in such jurisdictions where the nature of the Business makes such qualification necessary, except as to jurisdictions where the failure to qualify would not reasonably be expected to have a Material Adverse Effect on the Business of SuckerPunch, and has all requisite corporate power and authority to own or lease the properties owned or leased by it and to operate the Business as now being conducted.