Common use of Organization, Existence and Capital Stock Clause in Contracts

Organization, Existence and Capital Stock. (a) Each of Zanett and Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as presently conducted. Each of Zanett and the Buyer is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or its ownership of property makes such qualification necessary, other than where such failure to so qualify would, individually or in the aggregate, not have a material adverse effect on Zanett or the Buyer. (b) The authorized capital stock of Buyer consists of common stock, $.01 par value per share, 1,000 shares of which are validly authorized and 100 shares of which are validly issued, outstanding, fully paid and non- assessable. The authorized capital stock of Zanett consists of preferred stock, $.001 par value per share, 10,000,000 shares of which are validly authorized and none of which is issued or outstanding, and of common stock, $.001 par value per share, 50,000,000 shares of which are validly authorized and 28,529,239 shares of which are validly issued, outstanding, fully paid and non-assessable. Zanett's common stock has been duly and validly registered pursuant to Section 12(g) of the Exchange Act, which registration is in full force and effect (c) None of the outstanding shares of Zanett's or Buyer's capital stock has been issued in violation of any preemptive rights of the current or past stockholders of Zanett or Buyer, or any agreement to which Zanett or Buyer was or is a party or bound. All of the shares of Zanett Stock issued in connection with the transactions contemplated by this Agreement will be, when issued in accordance with this Agreement, duly authorized, validly issued, fully paid, nonassessable, and free of all preemptive rights. The shares of Zanett Stock issued to each Seller in connection with the transactions contemplated by this Agreement will be issued in the name of such Seller, as recorded in the Books and Records of Data Road, with such Seller as record holders of such shares, and such Seller shall have good and marketable title to such shares of Zanett Stock, free of any liens, other than those created by or through such Seller pursuant to the Lock Up Agreement or otherwise.

Organization, Existence and Capital Stock. (a) Each of Zanett and The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as presently conducted. Each of Zanett and the The Buyer is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or its ownership of property makes such qualification necessary, other than where such failure to so qualify would, individually or in the aggregate, not have a material adverse effect on Zanett or the Buyer. (b) The authorized capital stock of the Buyer consists of common stock, $.01 par value per share, 1,000 shares of which are validly authorized and 100 shares of which are validly issued, outstanding, fully paid and non- assessable. The authorized capital stock of Zanett consists of preferred stock, $.001 par value per share, 10,000,000 shares of which are validly authorized and none of which is issued or outstanding, and of common stock, $.001 par value per share, 50,000,000 shares of which are validly authorized and 28,529,239 28,563,846 shares of which are validly issued, outstanding, fully paid and non-assessableassessable and none of such shares were issued in violation of any preemptive rights or in violation of any federal or state law. ZanettThe Buyer 's common stock has been duly and validly registered pursuant to Section 12(g) of the Exchange Act, which registration is in full force and effect. (c) None of the outstanding shares of Zanett's or the Buyer's capital stock has been issued in violation of any preemptive rights of the current or past stockholders of Zanett or the Buyer, or any agreement to which Zanett or the Buyer was or is a party or bound. All of the shares of Zanett Buyer Stock issued in connection with the transactions contemplated by this Agreement will be, when issued in accordance with this Agreement, duly authorized, validly issued, fully paid, nonassessable, and free of all preemptive rights. The shares of Zanett Buyer Stock issued to each Seller in connection with the transactions contemplated by this Agreement will be issued in the name of such the Seller, as recorded in the Books and Records of Data RoadWhitbread, with such the Seller as record holders holder of such shares, and such the Seller shall have good and marketable title to such shares of Zanett Buyer Stock, free of any liens, other than those created by or through such the Seller pursuant to the Lock Up Agreement or otherwise. (d) Except as set forth on Schedule 6.1

Organization, Existence and Capital Stock. (a) Each of Zanett and The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as presently conducted. Each of Zanett and the The Buyer is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or its ownership of property makes such qualification necessary, other than where such failure to so qualify would, individually or in the aggregate, not have a material adverse effect on Zanett or the Buyer. (b) The authorized capital stock of the Buyer consists of common stock, $.01 par value per share, 1,000 shares of which are validly authorized and 100 shares of which are validly issued, outstanding, fully paid and non- assessable. The authorized capital stock of Zanett consists of preferred stock, $.001 par value per share, 10,000,000 shares of which are validly authorized and none of which is issued or outstanding, and of common stock, $.001 par value per share, 50,000,000 shares of which are validly authorized and 28,529,239 28,563,846 shares of which are validly issued, outstanding, fully paid and non-assessableassessable and none of such shares were issued in violation of any preemptive rights or in violation of any federal or state law. Zanett's The Buyer ‘s common stock has been duly and validly registered pursuant to Section 12(g) of the Exchange Act, which registration is in full force and effect. (c) None of the outstanding shares of Zanett's or the Buyer's ’s capital stock has been issued in violation of any preemptive rights of the current or past stockholders of Zanett or the Buyer, or any agreement to which Zanett or the Buyer was or is a party or bound. All of the shares of Zanett Buyer Stock issued in connection with the transactions contemplated by this Agreement will be, when issued in accordance with this Agreement, duly authorized, validly issued, fully paid, nonassessable, and free of all preemptive rights. The shares of Zanett Buyer Stock issued to each Seller in connection with the transactions contemplated by this Agreement will be issued in the name of such the Seller, as recorded in the Books and Records of Data RoadWhitbread, with such the Seller as record holders holder of such shares, and such the Seller shall have good and marketable title to such shares of Zanett Buyer Stock, free of any liens, other than those created by or through such the Seller pursuant to the Lock Up Agreement or otherwise. (d) Except as set forth on Schedule 6.1(d) there are no issued or outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of the Buyer, or contracts, commitments, understandings or arrangements by which the Buyer is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock.

Organization, Existence and Capital Stock. (a) Each of Zanett InfoLogix and Buyer Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as presently conducted. Each of Zanett InfoLogix and the Buyer Merger Sub is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or its ownership of property makes such qualification necessary, other than where such failure to so qualify would, individually or in the aggregate, not have a material adverse effect on Zanett InfoLogix or the BuyerMerger Sub. (b) The authorized capital stock of Buyer Merger Sub consists of common stock, $.01 par value per share, 1,000 shares of which are validly authorized and 100 1,000 shares of which are validly issued, outstanding, fully paid and non- non-assessable. The authorized capital stock of Zanett InfoLogix consists of preferred stock, $.001 0.00001 par value per share, 10,000,000 shares of which are validly authorized and none of which is issued or outstanding, and of common stock, $.001 0.00001 par value per share, 50,000,000 100,000,000 shares of which are validly authorized and 28,529,239 23,595,663 shares of which are validly issued, outstanding, fully paid and non-assessable. Zanett's common stock has been duly and validly registered pursuant to Section 12(g) of the Exchange Act, which registration is in full force and effect. (c) None of the outstanding shares of Zanett's or Buyer's capital stock has been issued in violation of any preemptive rights of the current or past stockholders of Zanett or Buyer, or any agreement to which Zanett or Buyer was or is a party or bound. All of the shares of Zanett InfoLogix Stock issued in connection with the transactions contemplated by this Agreement will be, when issued in accordance with this Agreement, duly authorized, validly issued, fully paid, nonassessable, and free of all preemptive rights. The shares of Zanett InfoLogix Stock issued to each Seller Shareholder in connection with the transactions contemplated by this Agreement will be issued in the name of such SellerShareholders, as recorded in the Books and Records of Data RoadDDMS, with such Seller Shareholders as record holders of such shares, and such Seller each Shareholder shall have good and marketable title to such shares of Zanett InfoLogix Stock, free of any liensliens and Encumbrances, other than those created by or through such Seller Shareholders pursuant to the Lock Up this Agreement or otherwise.