The Company is an Israeli corporation duly organized, validly existing and in good standing under the Laws of the State of Israel.  The Company has all power and authority, corporate and otherwise, and all governmental licenses, franchises, Permits, authorizations, consents and approvals required to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.  The Company is duly qualified or licensed to do business as a foreign corporation or Israeli corporation, as applicable, and is in good standing in each authority where the character of the property owned or leased by it or the nature of its activities make such qualification necessary.