Common use of JOINT AND SEVERAL REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS Clause in Contracts

JOINT AND SEVERAL REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The Company and each of the Sellers hereby, jointly and severally, represents and warrants to EMKT and Top Team as follows: 3.1 DUE ORGANIZATION, GOOD STANDING AND CORPORATE POWER. Schedule 3.1 sets forth the name, state of incorporation or formation and equity ownership of the Company in each Subsidiary of the Company. (A "SUBSIDIARY" of a Person is a corporation, partnership, joint venture, limited liability company and other entity in which such Person owns all or a majority of the equity interest or is required to be consolidated on such Person's balance sheet pursuant to GAAP.) The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects (the "CONDITION") of the Company and its Subsidiaries taken as a whole.

JOINT AND SEVERAL REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The Company and each of the Sellers hereby, jointly and severally, represents and warrants to EMKT and Top Team as follows: 3.1 DUE ORGANIZATION, GOOD STANDING AND CORPORATE POWER. Schedule 3.1 sets forth the name, state of incorporation or formation and equity ownership of the Company in each Subsidiary of the Company. (A "SUBSIDIARY" of a Person is a corporation, partnership, joint venture, limited liability company and other entity in which such Person the Company owns all or a majority of the equity interest or is required to be consolidated on such Personthe Company's balance sheet pursuant to GAAP.) GAAP ("SUBSIDIARIES"). The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects (the "CONDITION") of the Company and its Subsidiaries taken as a whole.