Due Organization; Power; Qualification; Subsidiaries and Affiliates, Etc. (i) Navidec is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation and has the corporate power to own its property and to carry on its business as now conducted. Navidec is not qualified to do business as a foreign corporation in any jurisdiction.
(ii) Navidec has three subsidiaries namely Merger Corp., Navidec Financial Services, Inc. ("Navidec Financial") and Northsight Mortgage Corporation ("Northsight"). Navidec has no other subsidiaries or affiliates, as that term is used in the regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Prior to the closing date, Northsight will become a subsidiary of Navidec Financial.
Due Organization; Power; Qualification; Subsidiaries and Affiliates, Etc. (i) BPZ is a corporation duly organized, validly existing, and in good standing under the laws of the state of Texas and has the corporate power to own its property and to carry on its business as now conducted.
(ii) Other than a registered Peruvian branch office with the name "BPZ Energy, Inc. SUCURSAL Peru",and SMC Corporation, a Delaware corporation with a registered branch in Ecuador which are wholly owned by BPZ, BPZ has no subsidiaries or affiliates, as that term is used in the regulations promulgated under the Securities Act.
Due Organization; Power; Qualification; Subsidiaries and Affiliates, Etc. (a) CASINO is a corporation duly organized, validly existing, in good standing under the laws of the State of Nevada and is authorized to do business in the State of Florida and has the corporate power to own its property and to carry on its business as now conducted. The nature of the business now conducted by CASINO, the character of the property owned by it, or any other state of facts does not require CASINO to be qualified to do business as a foreign corporation in any jurisdiction.
(b) Except as disclosed in Schedule 3.02 there are no subsidiaries or affiliates (as that term is used in the regulations promulgated under the Securities Act of 1933) of CASINO.
Due Organization; Power; Qualification; Subsidiaries and Affiliates, Etc. (i) Navidec is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation and has the corporate power to own its property and to carry on its business as now conducted. Navidec is not qualified to do business as a foreign corporation in any jurisdiction. Navidec does not currently conduct any active trade or business.
(ii) Navidec has four subsidiaries namely Merger Corp. I, Merger Corp. II, Navidec Financial, Inc. ("Navidec Financial") and Northsight Mortgage Corporation ("Northsight"). Navidec has no other subsidiaries or affiliates, as that term is used in the regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Prior to the closing date, Northsight will become a subsidiary of Navidec Financial.
Due Organization; Power; Qualification; Subsidiaries and Affiliates, Etc. (i) Lider and Livermore are each corporations duly organized, validly existing, and in good standing under the laws of the state of their respective incorporation and each has the corporate power to own its property and to carry on its business as now conducted.
(ii) Livermore has no subsidiaries or affiliates, as that term is used in the regulations promulgated under the Securities Act.
Due Organization; Power; Qualification; Subsidiaries and Affiliates, Etc. (i) Bond and BPZ are each corporations duly organized, validly existing, and in good standing under the laws of the state of their respective incorporation and each has the corporate power to own its property and to carry on its business as now conducted.
(ii) Other than a registered Peruvian branch office with the name "BPZ Energy, Inc. SUCURSAL Peru", which is wholly owned by BPZ, BPZ has no subsidiaries or affiliates, as that term is used in the regulations promulgated under the Securities Act.
Due Organization; Power; Qualification; Subsidiaries and Affiliates, Etc. (i) Highway One is a corporation duly organized, validly existing, and in good standing under the laws of the State of Utah and has the corporate power to own its property and to carry on its business as now conducted. The nature of the business now conducted by Highway One, the character of the property owned by it, or any other state of facts does not require Highway One to be qualified to do business as a foreign corporation in any jurisdiction.
(ii) Highway One has no subsidiaries (as that term is used in the regulations promulgated under the Securities Act).
Due Organization; Power; Qualification; Subsidiaries and Affiliates, Etc. (i) Xxxxxxx Audio is a corporation duly organized, validly existing, and in good standing under the laws of the State of New Jersey and has the corporate power to own its property and to carry on its business as now conducted. Xxxxxxx Audio is qualified to do business as a foreign corporation in each jurisdiction where the failure to qualify would have a material adverse effect on Xxxxxxx Audio.
(ii) Xxxxxxx Audio has no subsidiaries (as that term is used in the regulations promulgated under the Securities Act).
Due Organization; Power; Qualification; Subsidiaries and Affiliates, Etc. (a) Staruni is a corporation duly organized, validly existing, in good standing under the laws of the State of California and has the corporate power to own its property and to carry on its business as now conducted. The nature of the business now conducted by Staruni, the character of the property owned by it, or any other state of facts does not require Staruni to be qualified to do business as a foreign corporation in any jurisdiction.
Due Organization; Power; Qualification; Subsidiaries and Affiliates, Etc. (a) CHALON is a corporation duly organized, validly existing, in good standing under the laws of the State of Hawaii and has the corporate power to own its property and to carry on its business as now conducted. The nature of the business now conducted by CHALON, the character of the property owned by it, or any other state of facts does not require CHALON to be qualified to do business as a foreign corporation in any jurisdiction.
(b) Except as disclosed in Schedule 3.02 there are no subsidiaries or affiliates (as that term is used in the regulations promulgated under the Securities Act of 1933) of CHALON.
(c) CHALON has previously furnished to SURETY true and complete copies of the Articles (or Certificates) of Incorporation of CHALON certified by the Secretary of State of the domicile of CHALON and of the By-Laws (or Codes of Regulations) of CHALON, certified by its corporate Secretary.
