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

Organization, Qualification and Corporate Power. Emergisoft is a corporation duly organized, validly existing, and in good standing under the laws of Delaware. Each of 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 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 Emergisoft Disclosure Schedule lists the directors and officers of Emergisoft and its Subsidiaries. Except as set forth on Section 3.01 of the Emergisoft Disclosure Schedule, each of 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 Emergisoft is a party and the consummation by 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 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 Delaware Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft is a party has been duly and validly executed and delivered by Emergisoft and constitute a legal, valid and binding obligation of Emergisoft, enforceable against 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 Emergisoft and its Subsidiaries are correct and complete. None of Emergisoft and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. Emergisoft Each of TBA, VAB and Manager is a corporation duly organized, validly existing, existing and in good standing under the laws of Delaware. Each its jurisdiction of Emergisoft 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 Emergisoft 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 Emergisoft Disclosure Schedule lists the directors and officers of Emergisoft and its Subsidiaries. Except as set forth on Section 3.01 of the Emergisoft Disclosure Schedule, each which are the jurisdictions in which the ownership of Emergisoft 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 Emergisoft is a party and the consummation by Emergisoft 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 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 Delaware 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 Emergisoft is a party has been duly and validly executed and delivered by Emergisoft and constitute a legal, valid and binding obligation date of Emergisoft, enforceable against Emergisoft 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 Emergisoft 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 Emergisoft 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. Emergisoft Each of Xxxxxx and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of Delawarethe jurisdiction of its incorporation. Each of Emergisoft 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 Emergisoft 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 Emergisoft Xxxxxx Disclosure Schedule lists the directors and officers of Emergisoft Xxxxxx and its Subsidiaries. Except as set forth on Section 3.01 4.01 of the Emergisoft Xxxxxx Disclosure Schedule, each of Emergisoft 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 Emergisoft Xxxxxx is a party and the consummation by Emergisoft 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 Emergisoft 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 Delaware Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft Xxxxxx is a party has been duly and validly executed and delivered by Emergisoft Xxxxxx and constitute a legal, valid and binding obligation of EmergisoftXxxxxx, enforceable against Emergisoft 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 Emergisoft Xxxxxx and its Subsidiaries are correct and complete. None of Emergisoft Xxxxxx and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. Emergisoft Each of Tech and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of Delawarethe jurisdiction of its incorporation. Each of Emergisoft 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 Emergisoft 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 Emergisoft Tech Disclosure Schedule lists the directors and officers of Emergisoft Tech and its Subsidiaries. Except as set forth on Section 3.01 4.01 of the Emergisoft Tech Disclosure Schedule, each of Emergisoft 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 Emergisoft Tech is a party and the consummation by Emergisoft 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 Emergisoft 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 Delaware Law)thereby. The Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft is a party has been duly and validly instruments, when executed and delivered by Emergisoft and constitute a legalTech or its Subsidiaries, valid and will be the binding obligation of EmergisoftTech or its Subsidiaries, as the case may be, enforceable against Emergisoft 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 Emergisoft Tech and its Subsidiaries are correct and complete. None of Emergisoft Tech and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. Emergisoft Each of SeaBridge and SeaBridge Sub is a corporation duly organized, validly existing, and in good standing under the laws of Delawarethe jurisdiction of its incorporation. Each of Emergisoft 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 Emergisoft 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 Emergisoft SeaBridge Disclosure Schedule lists the directors and officers of Emergisoft SeaBridge and its SubsidiariesSeaBridge Sub. Except as set forth on Section 3.01 4.01 of the Emergisoft SeaBridge Disclosure Schedule, each of Emergisoft 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 Emergisoft SeaBridge or SeaBridge Sub is a party and the consummation by Emergisoft 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 Emergisoft 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 Emergisoft SeaBridge or SeaBridge Sub is a party has been duly and validly executed and delivered by Emergisoft SeaBridge and SeaBridge Sub and constitute a legal, valid and binding obligation of EmergisoftSeaBridge and SeaBridge Sub, enforceable against Emergisoft 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 Emergisoft SeaBridge and its Subsidiaries SeaBridge Sub are correct and complete. None Each of Emergisoft 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. Emergisoft AngioSoma is a corporation duly organized, validly existing, and in good standing under the laws of DelawareNevada Law. Each of Emergisoft 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 Emergisoft 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 Emergisoft AngioSoma Disclosure Schedule lists the directors and officers of Emergisoft and its SubsidiariesAngioSoma. Except as set forth on Section 3.01 of the Emergisoft AngioSoma Disclosure Schedule, each of Emergisoft 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 Emergisoft is AngioSoma are a party and the consummation by Emergisoft 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 Emergisoft 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 Delaware Nevada Law). The Reorganization Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft is AngioSoma are a party has been duly and validly executed and delivered by Emergisoft AngioSoma and constitute a legal, valid and binding obligation of EmergisoftAngioSoma, enforceable against Emergisoft 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 Emergisoft and its Subsidiaries AngioSoma are correct and complete. None of Emergisoft 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. Emergisoft TeleChem is a corporation duly organized, validly existing, and in good standing under the laws of Delaware. Each of Emergisoft 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 Emergisoft 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 Emergisoft TeleChem Disclosure Schedule lists the directors and officers of Emergisoft TeleChem and its Subsidiariessubsidiaries. Except as set forth on Section 3.01 of the Emergisoft TeleChem Disclosure Schedule, each of Emergisoft 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 Emergisoft TeleChem is a party and the consummation by Emergisoft 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 Emergisoft 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 Delaware Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft TeleChem is a party has been duly and validly executed and delivered by Emergisoft TeleChem and constitute a legal, valid and binding obligation of EmergisoftTeleChem, enforceable against Emergisoft 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 Emergisoft TeleChem and its Subsidiaries subsidiaries are correct and complete. None of Emergisoft 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. Emergisoft American Liberty is a corporation duly organized, validly existing, and in good standing under the laws of Delawarethe jurisdiction of its incorporation. Each of Emergisoft 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 Emergisoft 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 Emergisoft American Liberty Disclosure Schedule lists the directors and officers of Emergisoft and its SubsidiariesAmerican Liberty. Except as set forth on Section 3.01 4.01 of the Emergisoft American Liberty Disclosure Schedule, each of Emergisoft 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 Emergisoft American Liberty is a party and the consummation by Emergisoft 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 Emergisoft 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 Delaware Nevada Law). The Reorganization Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft American Liberty is a party has been duly and validly executed and delivered by Emergisoft American Liberty and constitute a legal, valid and binding obligation of EmergisoftAmerican Liberty, enforceable against Emergisoft 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 Emergisoft and its Subsidiaries American Liberty are correct and complete. None of Emergisoft 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. Emergisoft DSI is a corporation ----------------------------------------------- duly organized, validly existing, existing and in good standing under the laws of Delawarethe State of Texas. Each of Emergisoft DSI (HK) Limited and its Subsidiaries is Magnifair Holdings Limited (collectively, the "Subsidiaries") are both corporations duly authorized to conduct business organized, validly existing and is ------------ in good standing under the laws of each jurisdiction where such qualification is requiredCompanies Ordinance of Hong Kong. Each of Emergisoft DSI and each of the Subsidiaries is duly qualified to do business as a foreign corporation and each is in good standing in the jurisdictions specified in Section 3.1 of the Disclosure Schedule, which are all the jurisdictions in which the ownership of their respective properties, the employment of their respective personnel or the conduct of their respective businesses requires that they be so qualified except where a failure to be so qualified or licensed would not have a material adverse effect on their respective financial condition, results of operations or business. In the event of a breach of this representation and warranty Xxxx shall not be liable either directly or indirectly for any costs or registration fees for such qualification but DSI and Xxxx shall be liable for any other losses or damages incurred by Buyer as a result of such breach to the extent, if any, hereinafter provided. Each of DSI and its Subsidiaries has full corporate power and authority and all licensesauthorizations, licenses and permits and authorizations necessary to carry on the businesses business in which it is engaged, engaged or in which it proposes presently to engage and 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 therebyit. Section 3.01 Each of the Emergisoft Disclosure Schedule lists the directors and officers of Emergisoft and its Subsidiaries. Except as set forth on Section 3.01 of the Emergisoft Disclosure Schedule, each of Emergisoft DSI and its Subsidiaries does not have has delivered to Buyer true, accurate and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company complete copies of its articles of incorporation or other legal entity. The execution charter document and delivery bylaws which reflect all amendments made thereto at any time prior to the date of this Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft is a party and the consummation by 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 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 Delaware Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft is a party has been duly and validly executed and delivered by Emergisoft and constitute a legal, valid and binding obligation of Emergisoft, enforceable against Emergisoft in accordance with their respective termsAgreement. The minute books (containing the records of meetings of the stockholders, the board shareholders and Board of directors, Directors of DSI and any committees of the board of directors), the stock certificate booksits Subsidiaries, and the stock record certificate books of each of Emergisoft DSI and its Subsidiaries are complete and correct and completein all material respects. None The stock record books of Emergisoft DSI and its Subsidiaries is and the shareholder lists of DSI and its Subsidiaries which have previously furnished to Buyer are complete and correct in default under all respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of DSI's capital stock and all other outstanding securities issued by DSI or its Subsidiaries. All material corporate actions taken by DSI or the Subsidiaries since their respective incorporation other than in violation the Ordinary Course of Business have been duly authorized and/or subsequently ratified as necessary; provided, however, in the event DSI subsequently determines additional corporate actions are necessary, Xxxx shall not be liable for any provision of its charter or bylaws.legal fees incurred by DSI in documenting such

Organization, Qualification and Corporate Power. Emergisoft is a corporation (a) The Subsidiaries are companies duly organized, validly existing, and in good standing under the laws of Delawarethe state of their organization. Each Sellers have made available to Buyer the Organizational Documents of Emergisoft 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 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 Emergisoft Disclosure Schedule lists the directors and officers of Emergisoft and its Subsidiaries. Except as set forth on Section 3.01 of the Emergisoft Disclosure Schedule, each of 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 Emergisoft is a party and the consummation by 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 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 Delaware Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft is a party has been duly and validly executed and delivered by Emergisoft and constitute a legal, valid and binding obligation of Emergisoft, enforceable against 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 ; and stock and member certificate and member record books, ; and the stock record books all of each of Emergisoft such documents and its Subsidiaries records are correct and completecomplete in all material respects. None Each of Emergisoft 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.

Organization, Qualification and Corporate Power. Emergisoft Each of Zydeco and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of Delawarethe jurisdiction of its incorporation. Each of Emergisoft 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 Emergisoft 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 Emergisoft Zydeco Disclosure Schedule lists the directors and officers of Emergisoft Zydeco and its Subsidiaries. Except as set forth on Section 3.01 4.01 of the Emergisoft Zydeco Disclosure Schedule, each of Emergisoft 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 Emergisoft Zydeco is a party and the consummation by Emergisoft 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 Emergisoft 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 Delaware Texas Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft Zydeco is a party has been duly and validly executed and delivered by Emergisoft Zydeco and constitute a legal, valid and binding obligation of EmergisoftZydeco, enforceable against Emergisoft 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 Emergisoft Zydeco and its Subsidiaries are correct and complete. None of Emergisoft Zydeco and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. Emergisoft Acquiror is a corporation duly organized, validly existing, existing and in good standing under the laws of DelawarePennsylvania. Each of Emergisoft 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 Emergisoft 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 Emergisoft Disclosure Schedule lists the directors and officers of Emergisoft and its Subsidiaries. Except as set forth on Section 3.01 of the Emergisoft Disclosure Schedule, each of Emergisoft 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 Emergisoft is a party and the consummation by 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 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 Delaware 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 Emergisoft is a party has been duly and validly executed and delivered by Emergisoft and constitute a legal, valid and binding obligation of Emergisoft, enforceable against Emergisoft 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 Emergisoft and its Subsidiaries are correct and complete. None of Emergisoft 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. Emergisoft The Company is a corporation duly organized, validly existing, existing and in corporate and tax good standing under the laws of Delawarethe state of California. Each of Emergisoft 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 Emergisoft 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 Emergisoft Disclosure Schedule lists the directors and officers of Emergisoft and its Subsidiaries. Except as set forth on Section 3.01 of the Emergisoft Disclosure ScheduleBylaws, each of Emergisoft 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 Emergisoft is a party and the consummation by Emergisoft 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 Emergisoft 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 Delaware Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft is a party Incorporation has been duly adopted by all requisite director and validly executed shareholder action and delivered by Emergisoft and constitute a legal, valid and binding obligation of Emergisoft, enforceable against Emergisoft 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 Emergisoft and its Subsidiaries are correct and complete. None of Emergisoft 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. Emergisoft Each of Integrated Media and its subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of Delawarethe jurisdiction of its incorporation. Each of Emergisoft 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 Emergisoft 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 Emergisoft Integrated Media Disclosure Schedule lists the directors and officers of Emergisoft Integrated Media and its Subsidiariessubsidiaries. Except as set forth on Section 3.01 4.01 of the Emergisoft Integrated Media Disclosure Schedule, each of Emergisoft 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 Emergisoft Integrated Media is a party and the consummation by Emergisoft 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 Emergisoft 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 Delaware Nevada Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft Integrated Media is a party has been duly and validly executed and delivered by Emergisoft Integrated Media and constitute a legal, valid and binding obligation of EmergisoftIntegrated Media, enforceable against Emergisoft 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 Emergisoft Integrated Media and its Subsidiaries subsidiaries are correct and complete. None of Emergisoft 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. Emergisoft DataVon is a corporation duly organized, validly existing, and in good standing under the laws of DelawareTexas. Each of Emergisoft 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 Emergisoft 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 Emergisoft DataVon Disclosure Schedule lists the directors and officers of Emergisoft DataVon and its Subsidiaries. Except as set forth on Section 3.01 of the Emergisoft DataVon Disclosure Schedule, each of Emergisoft 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 Emergisoft DataVon is a party and the consummation by Emergisoft 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 Emergisoft 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 Delaware Texas Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft DataVon is a party has been duly and validly executed and delivered by Emergisoft DataVon and constitute a legal, valid and binding obligation of EmergisoftDataVon, enforceable against Emergisoft 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 Emergisoft DataVon and its Subsidiaries are correct and complete. None of Emergisoft DataVon and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. Emergisoft iJoin is a corporation duly organized, validly existing, and in good standing under the laws of Delaware. Each of Emergisoft 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 Emergisoft 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 Emergisoft iJoin Disclosure Schedule lists the directors and officers of Emergisoft and its SubsidiariesiJoin. Except as set forth on Section 3.01 of the Emergisoft iJoin Disclosure Schedule, each of Emergisoft 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 Emergisoft iJoin is a party and the consummation by Emergisoft 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 Emergisoft 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 Delaware Law)thereby. The Agreement and the other agreements, documents and instruments executed in connection herewith to which Emergisoft iJoin is a party has been duly and validly party, when executed and delivered by Emergisoft and constitute a legaliJoin, will be the valid and binding obligation of EmergisoftiJoin, enforceable against Emergisoft 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 Emergisoft and its Subsidiaries iJoin are correct and complete. None of Emergisoft 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. Emergisoft (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 Delawarethe jurisdiction of its formation. Each of Emergisoft 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 Emergisoft 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 Emergisoft Disclosure Schedule lists the directors and officers of Emergisoft and its Subsidiaries. Except as set forth on Section 3.01 of the Emergisoft Disclosure Schedule, each of Emergisoft 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 Emergisoft RSP is a party party, and the consummation by Emergisoft 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 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 Delaware 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 Emergisoft RSP-TW is a party has party, and all other agreements contemplated hereby have been duly and validly executed and delivered authorized by Emergisoft and constitute a legal, valid and binding obligation of Emergisoft, enforceable against 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 Emergisoft and its Subsidiaries are correct and complete. None of Emergisoft and its Subsidiaries is in default under or in violation of any provision of its charter or bylawsRSP-TW.