Common use of Organization, Existence and Good Standing of the Company Clause in Contracts

Organization, Existence and Good Standing of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation with 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 is duly qualified or licensed as a foreign corporation and in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified or licensed would not have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise), results of operations or prospects of the Company (a "Material Adverse Effect"). Set forth on Schedule 5.2 is a list of the jurisdictions in which the Company is qualified or licensed to do business as a foreign corporation. Set forth in Schedule 5.2 is a listing of all names of all predecessor companies for the past five (5) years of the Company, including the names of any entities from whom the Company previously acquired material assets. In addition, set forth on Schedule 5.2 is a complete list of all the names under which the Company does or has done business. Except as disclosed in Schedule 5.2, the Company has not been a subsidiary or division of another corporation or a part of an acquisition which was later rescinded. True, complete and correct copies of the Articles of Incorporation of the Company certified by the Michigan Department of Consumer and Industry Services, Corporation, Securities and Land Development Bureau as of the date not more than twenty (20) days prior to the Closing and of the By-laws of the Company are all attached hereto on Schedule 5.2 (the "Charter Documents"). Except as set forth on Schedule 5.2 the minute books of the Company, as heretofore made available to FYI, are correct and complete in all material respects.

Organization, Existence and Good Standing of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization with 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 is duly qualified or licensed as a foreign corporation or other applicable entity and in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified or licensed would not have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise), results of operations or prospects of the Company Company, taken as a whole (a "Material Adverse Effect"). Set forth on Schedule 5.2 5.1 is a list of the jurisdictions in which the Company is qualified or licensed to do business as a foreign corporation. Set forth in on Schedule 5.2 5.1 is a listing of all names of all predecessor companies for the past five (5) years of the Company, including the names of any entities from whom the Company previously acquired material assets. In addition, set forth on Schedule 5.2 5.1 is a complete list of all the names under which the Company does or has done business. Except as disclosed in Schedule 5.25.1, the Company has not been a subsidiary or division of another corporation or a part of an acquisition which was later rescinded. True, complete and correct copies of the Articles of Incorporation of the Company certified by the Michigan Department Secretary of Consumer and Industry Services, Corporation, Securities and Land Development Bureau State or other appropriate entity of the applicable state or jurisdiction of incorporation or organization as of the date not more than twenty thirty (2030) days prior to the Closing and of the By-laws of the Company are all attached hereto on Schedule 5.2 have been delivered to LVCI (the "Charter Documents"). Except as set forth on Schedule 5.2 5.1 the minute books of the Company, as heretofore made available to FYILVCI, are correct and complete in all material respects.