The Company is duly organized, validly existing and in good standing under the laws of British Columbia.  The Company has all requisite corporate power and authority to own or lease all of its properties and assets and to conduct its business in the manner and in the places where such properties are owned or leased or such business is now conducted by it.  Company is duly qualified, licensed and authorized to do business as a corporation and is in good standing as a corporation in the jurisdictions in which it conducts business, and is not required to be so licensed, qualified or authorized to conduct its business or own its property in any other jurisdiction, except where the failure to be so qualified would not result in a material adverse effect on the Sellers’ property, operations or financial condition (“Company Material Adverse Effect”).