Common use of Organization and Qualification; No Subsidiaries Clause in Contracts

Organization and Qualification; No Subsidiaries. Target is a corporation duly organized, validly existing and in good standing under the laws of the state of California and is in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where failure to be in good standing or to so qualify would not have a Material Adverse Effect on Target. Target has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power, or authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect. Target has heretofore made available to Acquiror a complete and correct copy of its Restated Articles of Incorporation (including all Certificates of Determination) and Bylaws, each as amended to the date hereof (the "Articles of Incorporation" and "Bylaws", respectively). Such Articles of Incorporation, Bylaws and equivalent organizational documents are in full force and effect. Target is not in violation of any provision of its Articles of Incorporation, Bylaws, or equivalent organizational documents. Target does not have any subsidiaries.

Organization and Qualification; No Subsidiaries. Target is a corporation duly organized, validly existing and in good standing under the laws of the state State of California Texas and is qualified to do business and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, conducted by it require such qualification, except in those jurisdictions where the failure to so qualify or be in good standing or to so qualify would not have a Material Adverse Effect on Target. Target has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority, or authority and governmental approvals would notnot have, individually or in the aggregate, have a Material Adverse EffectEffect on Target. Target has heretofore made available to Acquiror Autobytel a complete and correct copy of its Restated Articles articles of Incorporation incorporation (including all Certificates certificates of Determinationdetermination or the equivalent thereof) and Bylawsbylaws, each as amended to the date hereof (the "“Articles of Incorporation" ” and "“Bylaws", ,” respectively). Such The Articles of Incorporation, Incorporation and Bylaws and equivalent organizational documents are in full force and effect. effect and Target is not in violation of any provision of its Articles of Incorporation, Incorporation or Bylaws, or equivalent organizational documents. Target does not have own, directly or indirectly, any subsidiariesequity or other interest in any other Person.