Common use of Due Organization and Qualification; Subsidiaries; Due Authorization Clause in Contracts

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Long-e is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Long-e is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Long-e. (b) Long-e does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than the Subsidiary. The Subsidiary is wholly owned by Long-e , free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Long-e to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Long-e or the Subsidiary. (c) Long-e has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Long-e has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Long-e, enforceable against Long-e in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Long-e The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islandsits jurisdiction of formation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. Long-e The Company is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Long-e.the Company, taken as a whole. For purposes of this Agreement, a “material adverse effect” means any effect or change that is or would be materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of the Company or the Shares or the consummation of the transactions contemplated hereby. (b) Long-e The Company does not have, and has never had, any subsidiaries and does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than the Subsidiary. The Subsidiary is wholly owned by Long-e , free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Long-e to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Long-e or the Subsidiary. (c) Long-e The Company has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Long-e The Company has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the legal, valid and binding obligation of Long-ethe Company, enforceable against Long-e the Company in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. This Agreement, the Actions, and the transactions contemplated hereby have been unanimously approved by the Board of Directors of the Company and by the holders of a majority of the outstanding shares of Common Stock of the Company.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Long-e Each of Full Art and its Subsidiary is a corporation company duly incorporatedorganized, validly existing and in good standing under the laws in its country of the British Virgin Islandsorigination, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Long-e Each of Full Art and its Subsidiary is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Long-e.Full Art or its Subsidiary. (b) Long-e does not ownNeither Full Art nor its Subsidiary owns, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than the SubsidiarySubsidiaries as set forth in Item 3.1 of the Disclosure Schedule. The Each such Subsidiary is wholly owned 100% by Full Art and the outstanding equity interest owned by Long-e , Full Art in each Subsidiary is owned free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Long-e either Full Art or its Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Long-e Full Art or the Subsidiary. (c) Long-e Full Art has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Long-e Full Art and its Subsidiary has taken all corporate action necessary for the execution and delivery by Full Art of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Long-eFull Art, enforceable against Long-e Full Art and its Subsidiary in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Long-e Times is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Long-e Times is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Long-e.Times. (b) Long-e Times does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than Times Manufacturing and E-commerce Corporation Limited, a British Virgin Islands corporation, which is the Subsidiary100% owner of Xxxxxx Win International Enterprise Ltd., Goldcome Industrial Ltd., Citibond Industrial Ltd., and Megamooch International Ltd., each of which is a Hong Kong corporation, and Citibond Design Ltd., TME Enterprise Ltd., and Megamooch Online Ltd., each of which is a British Virgin Islands corporation (the “Subsidiaries”). The Subsidiary Each of the Subsidiaries is wholly owned by Long-e Times, free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Long-e Times to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Long-e Times or the SubsidiarySubsidiaries. (c) Long-e Times has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Long-e Times has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Long-eTimes, enforceable against Long-e Times in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Long-e NXT is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin IslandsDelaware, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Long-e NXT is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Long-e.NXT. (b) Long-e NXT does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than NXT, LLC and Healthy Dairy, LLC. Each of which is a Delaware limited liability company (the Subsidiary“Subsidiaries”). The Subsidiary Each of the Subsidiaries is the wholly owned by Long-e subsidiary of NXT, free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Long-e NXT to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Long-e NXT or the SubsidiarySubsidiaries. (c) Long-e NXT has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Long-e NXT has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Long-eNXT, enforceable against Long-e NXT in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Long-e The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islandsits jurisdiction of formation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. Long-e The Company is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a “material adverse effect effect” on the business of Long-e.the Company, taken as a whole. For purposes of this Agreement, a "material adverse effect" that is or would be materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of the Company or the Shares or the consummation of the transactions contemplated hereby. (b) Long-e The Company does not have, and has never had, any subsidiaries and does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than the Subsidiary. The Subsidiary is wholly owned by Long-e , free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Long-e to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Long-e or the Subsidiary. (c) Long-e has Each of the Sellers have all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Long-e has taken all corporate action necessary for the execution and delivery of this Agreement and the The consummation of the transactions contemplated hereby, and this Agreement constitutes the legal, valid and binding obligation of Long-ethe Sellers, enforceable against Long-e the Sellers in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. This Agreement and the transactions contemplated hereby have been approved by each of the Sellers and by the holders of a majority of the outstanding shares of Common Stock of the Company.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) LongPak-e It is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the laws of the British Virgin IslandsFlorida, with full corporate power and authority to own, lease and operate its business and properties and to the best of its knowledge, to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. LongTo the best of its knowledge, Pak-e It is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of LongPak-e.It. (b) LongPak-e It does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than Dxxxxxx Chemical Laboratories, Inc., a Florida Corporation (the “Subsidiary”). The Subsidiary is the wholly owned by Longsubsidiary of Pak-e It, free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling LongPak-e It to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of LongPak-e It or the Subsidiary. (c) LongPak-e It has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. LongPak-e It has taken all corporate action necessary for the execution and delivery of this Agreement and at or prior to closing will have taken all corporate action necessary for the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of LongPak-eIt, enforceable against LongPak-e It in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Long-e First Capital is a corporation company duly incorporatedorganized, validly existing and in good standing under the laws of the British Virgin Islands, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Long-e First Capital is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Long-e.First Capital. (b) Long-e First Capital does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than those (each, a "Subsidiary" and together, the Subsidiary"Subsidiaries") set forth in Item 3.1 of the Disclosure Schedule. The Except as set forth in Item 3.1 of the Disclosure Schedule, each Subsidiary is wholly owned by Long-e First Capital, all the outstanding equity interest in each Subsidiary are owned free and clear of all liens. There , there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Long-e First Capital to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Long-e or the SubsidiaryFirst Capital. (c) Long-e First Capital has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Long-e First Capital has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Long-eFirst Capital, enforceable against Long-e First Capital in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Long-e Kunming is a corporation company duly incorporatedorganized, validly existing and in good standing under the laws of the British Virgin IslandsPeople's Republic of China, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Long-e Kunming is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Long-e.Kunming. (b) Long-e Kunming does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than the SubsidiarySubsidiaries as set forth in Item 3.1 of the Disclosure Schedule. The Each Subsidiary is wholly owned by Long-e , Kunming in the amounts as set forth in Item 3.1 of the Disclosure Schedule and the outstanding equity interest owned by Kunming in each Subsidiary is owned free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Long-e Kunming to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Long-e Kunming or the SubsidiarySubsidiaries. (c) Long-e Kunming has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Long-e Kunming has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Long-eKunming, enforceable against Long-e Kunming in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Long-e PTI is a corporation company duly incorporatedorganized, validly existing and in good standing under the laws of the British Virgin Islandsstate of Delaware, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Long-e PTI is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Long-e.PTI. (b) Long-e PTI does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than those (each, a "Subsidiary" and together, the Subsidiary"Subsidiaries") set forth in Item 3.1 of the Disclosure Schedule. The Except as set forth in Item 3.1 of the Disclosure Schedule, each Subsidiary is wholly owned by Long-e PTI, all the outstanding equity interest in each Subsidiary are owned free and clear of all liens. There , there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Long-e PTI to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Long-e or the SubsidiaryPTI. (c) Long-e PTI has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Long-e PTI has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Long-ePTI, enforceable against Long-e PTI in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Long-e Niveous is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Long-e Niveous is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Long-e.Niveous. (b) Long-e Other than as set forth in Item 3.1(b) of the Disclosure Schedules, Niveous does not have any subsidiaries (the “Subsidiaries”) and Niveous does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity. Other than as set forth in Item 3.1(b), other than the Subsidiary. The each Subsidiary is wholly owned by Long-e Niveous, free and clear of all liens. There , and there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Long-e Niveous to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Long-e Niveous or any of the SubsidiarySubsidiaries. (c) Long-e Niveous has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Long-e Niveous has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Long-eNiveous, enforceable against Long-e Niveous in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.