Common use of Organization, Qualification and Corporate Power Clause in Contracts

Organization, Qualification and Corporate Power. DataVon is a corporation duly organized, validly existing, and in good standing under the laws of Texas. Each of DataVon and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of DataVon and its Subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 of the DataVon Disclosure Schedule lists the directors and officers of DataVon and its Subsidiaries. Except as set forth on Section 3.01 of the DataVon Disclosure Schedule, each of DataVon and its Subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is a party and the consummation by DataVon of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Texas Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is a party has been duly and validly executed and delivered by DataVon and constitute a legal, valid and binding obligation of DataVon, enforceable against DataVon in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon and its Subsidiaries are correct and complete. None of DataVon and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. DataVon Each of FAA and ------------------------------------------------ Merger Sub is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws of Texas. Each its jurisdiction of DataVon and its Subsidiaries incorporation, is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of DataVon FAA and its Subsidiaries Merger Sub has full corporate power and authority authority, and has all licensesnecessary licenses and permits, permits and authorizations necessary to carry on the businesses in which it is engaged, engaged and to own and use the properties owned and used by it it. FAA has delivered to DSW complete and correct copies of its Certificate of Incorporation, as amended, and the Bylaws of FAA and the Articles of Incorporation and Bylaws of Merger Sub, as amended to execute the date hereof. (a) FAA has all requisite corporate power and deliver authority to enter into this Agreement and to perform its obligations hereunder the Agreement of Merger, and to consummate the transactions contemplated hereby and thereby. Merger Sub has all requisite corporate power and authority to enter into this Agreement and the Agreement of Merger. The execution and delivery by FAA and by Merger Sub of this Agreement and the Agreement of Merger, and the consummation of the transactions contemplated therebyhereby and thereby have been duly authorized by all necessary corporate action on the part of FAA and Merger Sub. Section 3.01 This Agreement is, and the Agreement of Merger when executed and delivered by the DataVon Disclosure Schedule lists the directors parties thereto will be, duly executed and officers delivered by FAA and Merger Sub and constitute valid and binding obligations of DataVon and its Subsidiaries. Except as set forth on Section 3.01 of the DataVon Disclosure Schedule, each of DataVon FAA and its Subsidiaries does not have Merger Sub enforceable in accordance with their terms, except as enforcement may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights generally and never has had any (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. law. (b) The execution and delivery of this Agreement by FAA and the other agreementsMerger Sub does not, documents and instruments executed in connection herewith to which DataVon is a party and the consummation by DataVon of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of any provision of the charter documents of either of them (in each case as heretofore amended), (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) or require the consent, waiver or agreement of any person or entity (other than consents, waivers and agreements that have been duly or prior to the Closing will be obtained) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, contract or other material agreement, instrument or obligation to which either FAA or Merger Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) subject to the consents, approvals, orders, authorizations, filings and validly authorized by all necessary corporate action registrations specified in Section 4.2(c), conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation or any material permit, concession, franchise or license applicable to either FAA or Merger Sub or any of their properties or assets, except in the cases of clause (ii) for such consents, waivers and no other corporate proceedings agreements, the absence of which, and such violations, breaches, defaults, terminations, cancellations or accelerations which, in the aggregate could not reasonably be expected to have a Material Adverse Effect on or a material adverse effect on the part ability of DataVon are necessary either FAA or Merger Sub to authorize consummate the transactions contemplated by this Agreement. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to either FAA or Merger Sub in connection with the execution and delivery of this Agreement or such other agreements, documents and instruments or to consummate the Merger and consummation of the transactions contemplated thereby hereby, except for (other than i) the filing and recordation of the Articles Agreement of Merger with the Secretary as required by Texas Law). The Agreement and of State of the other agreements, documents and instruments executed in connection herewith to which DataVon is a party has been duly and validly executed and delivered by DataVon and constitute a legal, valid and binding obligation State of DataVon, enforceable against DataVon California in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directorsCalifornia Code, and any committees (ii) such other consents, approvals, orders, authorizations, filings, approvals and registrations which, in the aggregate, if not obtained or made, could not reasonably be expected to have a Material Adverse Effect on either FAA or Merger Sub or have a material adverse effect on the ability of either FAA or Merger Sub to consummate the board of directors), the stock certificate books, and the stock record books of each of DataVon and its Subsidiaries are correct and complete. None of DataVon and its Subsidiaries is in default under or in violation of any provision of its charter or bylawstransactions contemplated by this Agreement.

Organization, Qualification and Corporate Power. DataVon Each of SeaBridge and SeaBridge Sub is a corporation duly organized, validly existing, and in good standing under the laws of Texasthe jurisdiction of its incorporation. Each of DataVon SeaBridge and its Subsidiaries SeaBridge Sub is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of DataVon SeaBridge and its Subsidiaries SeaBridge Sub has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Reorganization Agreement and to perform its obligations hereunder and to consummate the Merger Mergers and the transactions contemplated thereby. Section 3.01 4.01 of the DataVon SeaBridge Disclosure Schedule lists the directors and officers of DataVon SeaBridge and its SubsidiariesSeaBridge Sub. Except as set forth on Section 3.01 4.01 of the DataVon SeaBridge Disclosure Schedule, each of DataVon SeaBridge and its Subsidiaries SeaBridge Sub does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Reorganization Agreement by SeaBridge and SeaBridge Sub and the other agreements, documents and instruments executed in connection herewith to which DataVon SeaBridge or SeaBridge Sub is a party and the consummation by DataVon SeaBridge and SeaBridge Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon SeaBridge or SeaBridge Sub are necessary to authorize this Reorganization Agreement or such other agreements, documents and instruments or to consummate the Merger Mergers and the transactions contemplated thereby (other than the filing and recordation of the Articles Delaware Certificate of Merger with the Delaware Secretary by Delaware LLP Merger Sub as required by Delaware Law and filing and recordation of the Texas Certificate of Merger with the Texas Secretary by Texas LP Merger Sub as required by Texas Law). The This Reorganization Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon SeaBridge or SeaBridge Sub is a party has been duly and validly executed and delivered by DataVon SeaBridge and SeaBridge Sub and constitute a legal, valid and binding obligation of DataVonSeaBridge and SeaBridge Sub, enforceable against DataVon SeaBridge and SeaBridge Sub in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon SeaBridge and its Subsidiaries SeaBridge Sub are correct and complete. None Each of DataVon SeaBridge and its Subsidiaries SeaBridge Sub is not in default under or in violation of any provision of its respective charter or bylaws. The copies of the charter and bylaws of SeaBridge and SeaBridge Sub (and all amendments thereto) delivered to the UGH Partnerships prior to Closing are complete and correct copies of the charter and bylaws of SeaBridge and SeaBridge Sub in effect on the date hereof.

Organization, Qualification and Corporate Power. DataVon Each of Xxxxxx and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of Texasthe jurisdiction of its incorporation. Each of DataVon Xxxxxx and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of DataVon Xxxxxx and its Subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 4.01 of the DataVon Xxxxxx Disclosure Schedule lists the directors and officers of DataVon Xxxxxx and its Subsidiaries. Except as set forth on Section 3.01 4.01 of the DataVon Xxxxxx Disclosure Schedule, each of DataVon Xxxxxx and its Subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Agreement by Xxxxxx and the other agreements, documents and instruments executed in connection herewith to which DataVon Xxxxxx is a party and the consummation by DataVon Xxxxxx of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon Xxxxxx are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Texas Delaware Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon Xxxxxx is a party has been duly and validly executed and delivered by DataVon Xxxxxx and constitute a legal, valid and binding obligation of DataVonXxxxxx, enforceable against DataVon Xxxxxx in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon Xxxxxx and its Subsidiaries are correct and complete. None of DataVon Xxxxxx and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. DataVon TeleChem is a corporation duly organized, validly existing, and in good standing under the laws of TexasDelaware. Each of DataVon TeleChem and its Subsidiaries subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of DataVon TeleChem and its Subsidiaries subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 of the DataVon TeleChem Disclosure Schedule lists the directors and officers of DataVon TeleChem and its Subsidiariessubsidiaries. Except as set forth on Section 3.01 of the DataVon TeleChem Disclosure Schedule, each of DataVon TeleChem and its Subsidiaries subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon TeleChem is a party and the consummation by DataVon TeleChem of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon TeleChem are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Delaware Articles of Merger with the Delaware Secretary as required by Texas Delaware Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon TeleChem is a party has been duly and validly executed and delivered by DataVon TeleChem and constitute a legal, valid and binding obligation of DataVonTeleChem, enforceable against DataVon TeleChem in accordance with their respective terms. The minute books (containing the records of meetings of the stockholdersStockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon TeleChem and its Subsidiaries subsidiaries are correct and complete. None of DataVon TeleChem and its Subsidiaries subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. DataVon The Company is a corporation duly organized, validly existing, existing and in corporate and tax good standing under the laws of Texasthe state of California. Each of DataVon and its Subsidiaries The Company is duly authorized qualified to conduct business and is in corporate and tax good standing under the laws of as a foreign corporation in each jurisdiction where such qualification is requiredin which the failure to so qualify would have a Material Adverse Effect (as defined below). Each of DataVon and its Subsidiaries The Company has full all requisite corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, engaged and to own and use the properties owned and used by it it. The Company has furnished to the Buyer true and to execute complete copies of its Amended and deliver this Agreement Restated Articles of Incorporation together with the Certificate of Determination filed November 15, 1995 (collectively, the "Amended and to perform its obligations hereunder Restated Articles of Incorporation") and to consummate the Merger and the transactions contemplated thereby. Section 3.01 of the DataVon Disclosure Schedule lists the directors and officers of DataVon and its Subsidiaries. Except as set forth on Section 3.01 of the DataVon Disclosure ScheduleBylaws, each of DataVon as amended and its Subsidiaries does not have and never has had any equity or ownership interests as in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is a party and the consummation by DataVon of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings effect on the part of DataVon are necessary date hereof. Each amendment to authorize this Agreement or such other agreements, documents the Company's Amended and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Restated Articles of Merger with the Secretary as required by Texas Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is a party Incorporation has been duly adopted by all requisite director and validly executed shareholder action and delivered by DataVon and constitute a legal, valid and binding obligation of DataVon, enforceable against DataVon in accordance with their respective termsall applicable law. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon and its Subsidiaries are correct and complete. None of DataVon and its Subsidiaries Company is not in default under or in violation of any provision of its charter Amended and Restated Articles of Incorporation or bylawsBylaws or any other instrument, document or agreement setting forth the terms and conditions of any shares of capital stock or other securities of the Company, or the rights and obligations of any holder of such shares or other securities, including, without limitation, the Series B Preferred Stock Purchase Agreement dated as of October 23, 1992 among the Company and the Purchasers listed in the Schedule of Purchasers thereto (the "Series B Agreement"), the Series C Preferred Stock and Warrant Purchase Agreement dated as of November 22, 1992 among the Company and the Purchasers listed in the Schedule of Purchasers thereto (the "Series C Agreement"), the Series D Preferred Stock Purchase Agreement dated as of June 29, 1994 among the Company and the Purchasers listed in the Schedule of Purchasers thereto (the Series D Agreement") and the Series E Preferred Stock Purchase Agreement dated as of December 29, 1995 among the Company and the Purchasers listed in the Schedule of Purchasers thereto (the "Series E Agreement").

Organization, Qualification and Corporate Power. DataVon Each of Tech and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of Texasthe jurisdiction of its incorporation. Each of DataVon Tech and its Subsidiaries is duly authorized to conduct business qualified and is in good standing under as a foreign corporation in all states or jurisdictions in which the laws character and location of each jurisdiction any of the properties owned or leased by it, or the conduct of its business, makes it necessary for it to qualify to do business as a foreign corporation and where such qualification is requiredit has not so qualified, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect in the condition (financial or otherwise), results of operations or business of Tech. Each of DataVon Tech and its Subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 4.01 of the DataVon Tech Disclosure Schedule lists the directors and officers of DataVon Tech and its Subsidiaries. Except as set forth on Section 3.01 4.01 of the DataVon Tech Disclosure Schedule, each of DataVon Tech and its Subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution execution, delivery and delivery performance of this Agreement by Tech and the other agreements, documents and instruments executed in connection herewith to which DataVon Tech is a party and the consummation by DataVon Tech of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and, other than the filing and recordation of appropriate merger documents with the Secretary as required by Delaware Law, no other corporate proceedings on the part of DataVon Tech are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Texas Law)thereby. The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is a party has been duly and validly instruments, when executed and delivered by DataVon and constitute a legalTech or its Subsidiaries, valid and will be the binding obligation of DataVonTech or its Subsidiaries, as the case may be, enforceable against DataVon Tech or its Subsidiaries, as the case may be, in accordance with their respective terms, subject to the effect of applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws of general application relating to, limiting or affecting the enforcement of creditors' rights generally and except that any remedy in the nature of equitable relief shall be in the discretion of the court. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon Tech and its Subsidiaries are correct and complete. None of DataVon Tech and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. DataVon AngioSoma is a corporation duly organized, validly existing, and in good standing under the laws of TexasNevada Law. Each of DataVon and its Subsidiaries AngioSoma is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of DataVon and its Subsidiaries AngioSoma has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Reorganization Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 of the DataVon AngioSoma Disclosure Schedule lists the directors and officers of DataVon and its SubsidiariesAngioSoma. Except as set forth on Section 3.01 of the DataVon AngioSoma Disclosure Schedule, each of DataVon and its Subsidiaries AngioSoma does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Reorganization Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is AngioSoma are a party and the consummation by DataVon AngioSoma of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon AngioSoma are necessary to authorize this Reorganization Agreement or such other agreements, documents and instruments or to consummate the Merger Mergers and the transactions contemplated thereby (other than the filing and recordation of the Articles Nevada Certificate of Merger with the Nevada Secretary as required by Texas Nevada Law). The Reorganization Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is AngioSoma are a party has been duly and validly executed and delivered by DataVon AngioSoma and constitute a legal, valid and binding obligation of DataVonAngioSoma, enforceable against DataVon AngioSoma in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, directors and any committees of the board of directors), the stock certificate books, AngioSoma) and the stock corporate record books of each of DataVon and its Subsidiaries AngioSoma are correct and complete. None of DataVon and its Subsidiaries AngioSoma is not in default under or in violation of any provision of its charter or articles of incorporation and bylaws.

Organization, Qualification and Corporate Power. DataVon Each of the Company and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of Texasthe jurisdiction of its incorporation. Each of DataVon the Company and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to be in good standing or qualified would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Each of DataVon the Company and its Subsidiaries has full corporate power and authority authority, and has all material licenses, permits permits, and authorizations authorizations, in each case necessary to carry on the businesses in which it is engaged, engaged and to own and use the properties owned and used by it it, except where the failure to have such licenses, permits and authorizations would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated therebyhereunder. Section 3.01 The Board of Directors of the DataVon Company has acted consistent with its fiduciary duties, and this Agreement has been duly authorized, executed and delivered by the Company, and constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to creditors' rights generally and general equitable principles. Section 4.1 of the Company Disclosure Schedule Letter lists all of the directors and officers of DataVon the Company and its Subsidiaries. Except as set forth on Section 3.01 The Company has delivered or made available to the Buyer correct and complete copies of the DataVon Disclosure Schedule, charter and bylaws of each of DataVon the Company and its Subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Agreement and the other agreements, documents and instruments executed in connection herewith (as amended to which DataVon is a party and the consummation by DataVon of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Texas Lawdate). The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is a party has been duly and validly executed and delivered by DataVon and constitute a legal, valid and binding obligation of DataVon, enforceable against DataVon in accordance with their respective terms. The minute books (containing the records of meetings of the stockholdersShareholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon the Company and its Subsidiaries are correct and completecomplete in all material respects. None of DataVon the Company and its Subsidiaries is in default under or in violation in any respect of any provision of its charter charter, bylaws or bylawsother organizational documents.

Organization, Qualification and Corporate Power. DataVon (i) Each of RSP and RSP-TW is a corporation company duly organized, validly existing, and (if organized in a jurisdiction that recognizes the concept of “good standing”) is in good standing under the laws Laws of Texasthe jurisdiction of its formation. Each of DataVon RSP and its Subsidiaries RSP-TW is duly authorized to conduct business and is in good standing under the laws Laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a Material Adverse Effect. Each of DataVon RSP and its Subsidiaries RSP-TW has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses business in which it is engaged, they are engaged and to own and use the properties owned and used by it them. Exhibit G is a true and correct copy of the articles of incorporation of RSP. Exhibit H is a true and correct copy of the articles of incorporation of RSP-TW. (ii) Each of RSP and RSP-TW has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to perform its obligations hereunder and thereunder. This Agreement and each such Ancillary Agreement constitutes the valid and legally binding obligation of RSP and RSP-TW, enforceable in accordance with its terms and conditions, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and by the principles of equity regarding the availability of remedies. Neither RSP nor RSP-TW is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in order to consummate the Merger and the transactions contemplated thereby. Section 3.01 of the DataVon Disclosure Schedule lists the directors and officers of DataVon and its Subsidiaries. Except as set forth on Section 3.01 of the DataVon Disclosure Schedule, each of DataVon and its Subsidiaries does not have and never has had by this Agreement or any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entityAncillary Agreement. The execution execution, delivery and delivery performance of this Agreement and Agreement, the other agreements, documents and instruments executed in connection herewith Ancillary Agreements to which DataVon RSP is a party party, and the consummation by DataVon of the transactions all other agreements contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Texas Law)RSP. The Agreement execution, delivery and performance of this Agreement, the other agreements, documents and instruments executed in connection herewith Ancillary Agreements to which DataVon RSP-TW is a party has party, and all other agreements contemplated hereby have been duly and validly executed and delivered authorized by DataVon and constitute a legal, valid and binding obligation of DataVon, enforceable against DataVon in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon and its Subsidiaries are correct and complete. None of DataVon and its Subsidiaries is in default under or in violation of any provision of its charter or bylawsRSP-TW.

Organization, Qualification and Corporate Power. DataVon Acquiror is a corporation duly organized, validly existing, existing and in good standing under the laws of TexasPennsylvania. Each of DataVon Acquiror's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Acquiror and its Subsidiaries is duly authorized to conduct business and is qualified as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification or failure to be in good standing would not reasonably be expected to have a material adverse effect on the business, financial condition (including Cash on Hand) or results of operations of Acquiror and its Subsidiaries taken as a whole or on the ability of Acquiror to consummate the transactions contemplated by this Agreement (an "Acquiror Material Adverse Effect"). Each of DataVon Acquiror and its Subsidiaries has full corporate power and authority corporate authority, and all licensesforeign, permits federal, state and authorizations necessary local governmental permits, licenses and consents, required to carry on the businesses in which it is engaged, engaged and to own and use the properties owned and used by it it, except for such permits, licenses and consents the failure of which to execute and deliver this Agreement and have would not reasonably be expected to perform its obligations hereunder and to consummate the Merger and the transactions contemplated therebyhave an Acquiror Material Adverse Effect. Section 3.01 of the DataVon Disclosure Schedule lists the directors and officers of DataVon and its Subsidiaries. Except as set forth on Section 3.01 of the DataVon Disclosure Schedule, each of DataVon and its Subsidiaries Acquiror does not have and never has had own any equity or ownership interests interest in any corporation, partnership, joint venture, limited liability company company, joint venture or other legal entity. The execution and delivery entity other than those listed in § 3(a) of the Acquiror Disclosure Letter accompanying this Agreement and (the other agreements, documents and instruments executed in connection herewith to which DataVon is a party and the consummation by DataVon of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Texas Law"Acquiror Disclosure Letter"). The Agreement and the other agreements, documents and instruments executed jurisdiction of incorporation of each Subsidiary of Acquiror is listed in connection herewith to which DataVon is a party has been duly and validly executed and delivered by DataVon and constitute a legal, valid and binding obligation of DataVon, enforceable against DataVon in accordance with their respective terms. The minute books (containing the records of meetings § 3(a) of the stockholdersAcquiror Disclosure Letter. Acquiror has delivered to Company a true, the board of directors, complete and any committees correct copy of the board articles of directors)incorporation (or comparable charter document) and by-laws, the stock certificate bookseach as amended to date, of Acquiror and the stock record books all of each its Subsidiaries. Neither Acquiror nor any of DataVon and its Subsidiaries are correct and complete. None of DataVon and its Subsidiaries is in default under or in violation of any provision of its articles of incorporation (or comparable charter document) or bylawsby-laws.

Organization, Qualification and Corporate Power. DataVon Each of Integrated Media and its subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of Texasthe jurisdiction of its incorporation. Each of DataVon Integrated Media and its Subsidiaries subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of DataVon Integrated Media and its Subsidiaries subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 4.01 of the DataVon Integrated Media Disclosure Schedule lists the directors and officers of DataVon Integrated Media and its Subsidiariessubsidiaries. Except as set forth on Section 3.01 4.01 of the DataVon Integrated Media Disclosure Schedule, each of DataVon Integrated Media and its Subsidiaries subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Agreement by Integrated Media and the other agreements, documents and instruments executed in connection herewith to which DataVon Integrated Media is a party and the consummation by DataVon Integrated Media of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon Integrated Media are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Nevada Articles of Merger with the Nevada Secretary as required by Texas Nevada Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon Integrated Media is a party has been duly and validly executed and delivered by DataVon Integrated Media and constitute a legal, valid and binding obligation of DataVonIntegrated Media, enforceable against DataVon Integrated Media in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon Integrated Media and its Subsidiaries subsidiaries are correct and complete. None of DataVon Integrated Media and its Subsidiaries subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. DataVon Emergisoft is a corporation duly organized, validly existing, and in good standing under the laws of TexasDelaware. Each of DataVon Emergisoft and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of DataVon Emergisoft and its Subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 of the DataVon Emergisoft Disclosure Schedule lists the directors and officers of DataVon Emergisoft and its Subsidiaries. Except as set forth on Section 3.01 of the DataVon Emergisoft Disclosure Schedule, each of DataVon Emergisoft and its Subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon Emergisoft is a party and the consummation by DataVon Emergisoft of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon Emergisoft are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Texas Delaware Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon Emergisoft is a party has been duly and validly executed and delivered by DataVon Emergisoft and constitute a legal, valid and binding obligation of DataVonEmergisoft, enforceable against DataVon Emergisoft in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon Emergisoft and its Subsidiaries are correct and complete. None of DataVon Emergisoft and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. DataVon (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of Texasthe province of Ontario. Each of DataVon the Company Subsidiaries is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization. Sellers have made available to Buyer the Organizational Documents of the Company and the Company Subsidiaries and the Company’s minute books (containing the records of meetings of the stockholders, the Board of Directors, and any committees of the Board of Directors); and stock certificate and stock record books; and all of such documents and records are correct and complete in all material respects. Neither the Company nor any Company Subsidiary is in default under, or in violation of any provision of, its Organizational Documents. (b) The Company and each Company Subsidiary is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to qualify would not have a Material Adverse Effect, and Section 6.1(b) of the Disclosure Schedule sets forth each such jurisdiction. Each of DataVon The Company and its Subsidiaries each Company Subsidiary has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engagedits business as presently conducted, and to own and use the properties owned and used by it it. (c) Section 6.1(c) of the Disclosure Schedule lists the officers and directors of the Company and each of the Company Subsidiaries. (d) The Company has full power and authority to execute and deliver this Agreement all documents and agreements to be executed by the Company as contemplated hereunder, and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 of the DataVon Disclosure Schedule lists the directors and officers of DataVon and its Subsidiaries. Except as set forth on Section 3.01 of the DataVon Disclosure Schedule, each of DataVon and its Subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entitythereunder. The execution and delivery by the Company of this Agreement the documents and agreements to be executed by it as contemplated hereunder, and the other agreementsperformance of its obligations thereunder, documents and instruments executed in connection herewith to which DataVon is a party and the consummation by DataVon of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action the Company, and no other corporate proceedings on the part of DataVon the Company are necessary for the execution and delivery of the documents and agreements to authorize be executed by the Company as contemplated hereunder, and the performance of its obligations thereunder. The affirmative votes of the holders of two-thirds of the issued and outstanding Company Shares (collectively, the “Requisite Vote”) are the only votes of the holders of the Company Shares necessary under all applicable Laws and the Company Organizational Documents to approve the Transaction, this Agreement or such and all other agreements, transactions and actions contemplated hereby and thereby, and the Company has obtained the Requisite Vote. All documents and instruments or agreements to consummate be executed by the Merger Company as contemplated hereunder constitute the valid and the transactions contemplated thereby (other than the filing and recordation legally binding obligations of the Articles of Merger with the Secretary as required by Texas Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is a party has been duly and validly executed and delivered by DataVon and constitute a legal, valid and binding obligation of DataVon, Company enforceable against DataVon in accordance with their respective terms. The minute books (containing terms and conditions, except to the records extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law now or hereafter in effect relating to creditors’ rights generally and subject to general principles of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon and its Subsidiaries are correct and complete. None of DataVon and its Subsidiaries is in default under or in violation of any provision of its charter or bylawsequity.

Organization, Qualification and Corporate Power. DataVon American Liberty is a corporation duly organized, validly existing, and in good standing under the laws of Texasthe jurisdiction of its incorporation. Each of DataVon and its Subsidiaries American Liberty is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of DataVon and its Subsidiaries American Liberty has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Reorganization Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 4.01 of the DataVon American Liberty Disclosure Schedule lists the directors and officers of DataVon and its SubsidiariesAmerican Liberty. Except as set forth on Section 3.01 4.01 of the DataVon American Liberty Disclosure Schedule, each of DataVon and its Subsidiaries American Liberty does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Reorganization Agreement by American Liberty and the other agreements, documents and instruments executed in connection herewith to which DataVon American Liberty is a party and the consummation by DataVon American Liberty of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon American Liberty are necessary to authorize this Reorganization Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles Nevada Certificate of Merger with the Nevada Secretary by Merger Sub as required by Texas Nevada Law). The Reorganization Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon American Liberty is a party has been duly and validly executed and delivered by DataVon American Liberty and constitute a legal, valid and binding obligation of DataVonAmerican Liberty, enforceable against DataVon American Liberty in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon and its Subsidiaries American Liberty are correct and complete. None of DataVon and its Subsidiaries American Liberty is not in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. DataVon iJoin is a corporation duly organized, validly existing, and in good standing under the laws of TexasDelaware. Each of DataVon and its Subsidiaries iJoin is duly authorized to conduct business qualified and is in good standing under as a foreign corporation in all states or jurisdictions in which the laws character and location of each jurisdiction any of the properties owned or leased by iJoin, or the conduct of its business, makes it necessary for it to qualify to do business as a foreign corporation and where such qualification is requiredit has not so qualified, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect in the condition (financial or otherwise), results of operations or business of iJoin. Each of DataVon and its Subsidiaries iJoin has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 of the DataVon iJoin Disclosure Schedule lists the directors and officers of DataVon and its SubsidiariesiJoin. Except as set forth on Section 3.01 of the DataVon iJoin Disclosure Schedule, each of DataVon and its Subsidiaries iJoin does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution execution, delivery and delivery performance of this Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon iJoin is a party and the consummation by DataVon iJoin of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and, other than the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of the capital stock of iJoin as provided in Section 5.14 hereof, the filing and recordation of appropriate merger documents as required by the Delaware Law and the receipt of the Fairness Opinion that the Merger and other transactions contemplated by this Agreement are fair, from a financial point of view, to the stockholders of iJoin, no other corporate proceedings on the part of DataVon iJoin are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Texas Law)thereby. The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon iJoin is a party has been duly and validly party, when executed and delivered by DataVon and constitute a legaliJoin, will be the valid and binding obligation of DataVoniJoin, enforceable against DataVon iJoin in accordance with their respective terms, subject to the effect of applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws of general application relating to, limiting or affecting the enforcement of creditors' rights generally and except that any remedy in the nature of equitable relief shall be in the discretion of the court. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon and its Subsidiaries iJoin are correct and complete. None of DataVon and its Subsidiaries iJoin is not in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. DataVon Each of Zydeco and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of Texasthe jurisdiction of its incorporation. Each of DataVon Zydeco and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of DataVon Zydeco and its Subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 4.01 of the DataVon Zydeco Disclosure Schedule lists the directors and officers of DataVon Zydeco and its Subsidiaries. Except as set forth on Section 3.01 4.01 of the DataVon Zydeco Disclosure Schedule, each of DataVon Zydeco and its Subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Agreement by Zydeco and the other agreements, documents and instruments executed in connection herewith to which DataVon Zydeco is a party and the consummation by DataVon Zydeco of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon Zydeco are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Texas Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon Zydeco is a party has been duly and validly executed and delivered by DataVon Zydeco and constitute a legal, valid and binding obligation of DataVonZydeco, enforceable against DataVon Zydeco in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon Zydeco and its Subsidiaries are correct and complete. None of DataVon Zydeco and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. DataVon Each of TBA, VAB and Manager is a corporation duly organized, validly existing, existing and in good standing under the laws of Texas. Each its jurisdiction of DataVon incorporation and its Subsidiaries is duly authorized qualified to conduct do business as a foreign corporation and is in good standing under in the laws of each jurisdiction where such qualification is required. Each of DataVon and its Subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses jurisdictions specified in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 3.1 of the DataVon Disclosure Schedule lists the directors and officers of DataVon and its Subsidiaries. Except as set forth on Section 3.01 of the DataVon Disclosure Schedule, each which are the jurisdictions in which the ownership of DataVon and its Subsidiaries does not properties, the employment of its personnel or the conduct of its business requires that it be so qualified or where a failure to be so qualified would have and never has had any equity a material adverse effect on its business, assets, properties, results of operations, condition (financial or ownership interests in any corporation, partnership, joint venture, limited liability company otherwise) or other legal entity. The execution and delivery prospects or the ability of this Agreement and the other agreements, documents and instruments executed in connection herewith TBA to which DataVon is a party and the consummation by DataVon of consummate the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Texas Lawa "Material Adverse Effect"). The Agreement Each of TBA, VAB and Manager has delivered to Vail true, accurate and complete copies of its charter and bylaws which reflect all amendments made thereto at any time prior to the other agreements, documents and instruments executed in connection herewith to which DataVon is a party has been duly and validly executed and delivered by DataVon and constitute a legal, valid and binding obligation date of DataVon, enforceable against DataVon in accordance with their respective termsthis Agreement. The minute books (containing the records of meetings of the stockholdersshareholders and Boards of Directors of each of TBA, the board of directors, VAB and any committees of the board of directors), Manager and the stock certificate books, books and the stock record books of each of DataVon TBA, VAB and its Subsidiaries Manager are complete and correct in all material respects. The stock record books of VAB and completeManager and the shareholder list of VAB and Manager are complete and correct in all respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of capital stock of VAB and Manager and all other outstanding securities issued by VAB and Manager. All material corporate actions taken by each of TBA, VAB and Manager since formation have been duly authorized and/or subsequently ratified as necessary. None of DataVon and its Subsidiaries TBA, VAB or Manager is in default under or in violation of any provision of its charter or bylaws. None of TBA, VAB or Manager is in default or in violation of any material restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. The books of account of VAB and Manager are complete and correct in all material respects and there have been no material transactions involving the business of VAB and Manager which properly should have been set forth in those books and which are not accurately so set forth. No consent of any person or entity is or will be required for TBA to sell the Stock to Vail pursuant to this Agreement which consent has not been obtained and set forth in Section 3.1 of the Disclosure Schedule.

Organization, Qualification and Corporate Power. DataVon is a corporation (a) The Subsidiaries are companies duly organized, validly existing, and in good standing under the laws of Texasthe state of their organization. Each Sellers have made available to Buyer the Organizational Documents of DataVon and its the Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of DataVon and its Subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged, to own and use the properties owned and used by it and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Section 3.01 of the DataVon Disclosure Schedule lists the directors and officers of DataVon and its Subsidiaries. Except as set forth on Section 3.01 of the DataVon Disclosure Schedule, each of DataVon and its Subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is a party and the consummation by DataVon of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Texas Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is a party has been duly and validly executed and delivered by DataVon and constitute a legal, valid and binding obligation of DataVon, enforceable against DataVon in accordance with their respective terms. The ’ minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the ; and stock and member certificate and member record books, ; and the stock record books all of each of DataVon such documents and its Subsidiaries records are correct and completecomplete in all material respects. None Each of DataVon and its the Subsidiaries is not in default under under, or in violation of any provision of, its Organizational Documents. (b) Each of the Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to qualify would not have a Material Adverse Effect, and Section 6.1(b) of the Disclosure Schedule sets forth each such jurisdiction. Each of the Subsidiaries has full corporate power and authority to carry on its charter business as presently conducted, and to own and use the properties owned and used by it. (c) Section 6.1(c) of the Disclosure Schedule lists the managers, alternate managers, officers and directors of each of the Subsidiaries. (d) The Subsidiaries have full power and authority to execute and deliver all documents and agreements to be executed by the Subsidiaries as contemplated hereunder, and to perform their respective obligations thereunder. The execution and delivery by the Subsidiaries of the documents and agreements to be executed by them as contemplated hereunder, and the performance of their respective obligations thereunder, have been duly and validly authorized by the Subsidiaries, and no other proceedings on the part of the Subsidiaries are necessary for the execution and delivery of the documents and agreements to be executed by the Subsidiaries as contemplated hereunder, and the performance of their respective obligations thereunder. All documents and agreements to be executed by the Subsidiaries as contemplated hereunder constitute the valid and legally binding obligations of the Subsidiaries enforceable in accordance with their terms and conditions, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or bylawssimilar law now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.