Common use of Organization; Power; Authorization Clause in Contracts

Organization; Power; Authorization. PHMD is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada. Except as set forth on Section 3.1 of the Radiancy Disclosure Schedule, Radiancy is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Each of the Israel Foreign Subsidiary, the UK Foreign Subsidiary and the Hong Kong Foreign Subsidiary is a company duly organized and validly existing under the laws of Israel, England and Wales and Hong Kong, respectively. Each of PHMD and the Radiancy Group has all necessary corporate power and authority to enter into, deliver and carry out its obligations pursuant to this Agreement and the Transaction Documents to which it is or will be a Party. The execution, delivery and performance of this Agreement and the Transaction Documents to which PHMD and the Radiancy Group is or will be a Party has been duly authorized by all necessary action on the part of such Person. Except as set forth on Section 3.1 of the Radiancy Disclosure Schedule, the 1 The only item that is listed on this schedule is related to the PTL real estate lease. PHMD is currently a surety on this lease. It will need to be replaced, effective as of the Closing Date, by ▇▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Subsidiaries do not own, or have any interest in any equity or an ownership interest in, any other Person. Each member of the Radiancy Group, as the case may be, has all necessary power and authority to operate the applicable portion of the Radiancy Business as currently conducted by it and to own and use the properties owned and used by it. Each member of the Radiancy Group is duly authorized to conduct business and are in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to be so qualified would not have a Material Adverse Effect.

Organization; Power; Authorization. PHMD is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada. Except as set forth on Section 3.1 of the Radiancy Disclosure Schedule, Radiancy is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Each of the Israel Foreign Subsidiary, the UK Foreign Subsidiary and the Hong Kong Foreign Subsidiary is a company duly organized and validly existing under the laws of Israel, England and Wales and Hong Kong, respectively. Each of PHMD and the Radiancy Group has all necessary corporate power and authority to enter into, deliver and carry out its obligations pursuant to this Agreement and the Transaction Documents to which it is or will be a Party. The execution, delivery and performance of this Agreement and the Transaction Documents to which PHMD and the Radiancy Group is or will be a Party has been duly authorized by all necessary action on the part of such Person. Except as set forth on Section 3.1 of the Radiancy Disclosure Schedule, the 1 The only item that is listed on this schedule is related to the PTL real estate lease. PHMD is currently a surety on this lease. It will need to be replaced, effective as of the Closing Date, by ▇▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Radiancy Foreign Subsidiaries do not own, or have any interest in any equity or an ownership interest in, any other Person. Each member of the Radiancy Group, as the case may be, has all necessary power and authority to operate the applicable portion of the Radiancy Business as currently conducted by it and to own and use the properties owned and used by it. Each member of the Radiancy Group is duly authorized to conduct business and are in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to be so qualified would not have a Material Adverse Effect. 1 The only item that is listed on this schedule is related to the PTL real estate lease. PHMD is currently a surety on this lease. It will need to be replaced, effective as of the Closing Date, by DSKX.