Common use of Representations and Covenants of AGC and AGC PRINCIPALS Clause in Contracts

Representations and Covenants of AGC and AGC PRINCIPALS. In order to induce TALLMAN to enter into txxx Xgreement and to complete the transaction contemplated hereby, AGC and its principal executive officers (hereinafter referred to as the "AGC PRINCIPALS", jointly and severally warrant and represent to TALLMAN that: (a) Xxxxxxzation and Standing AGC is a corporation duly organized, validly existing and in a good standing under the laws of the United Kingdom, is qualified to do business as a foreign corporation in every other state or jurisdiction in which it operates to the extent required by the laws of such states and jurisdictions, and has full power and authority to carry on its business as now conducted and to own and operate its assets, properties and business. Attached hereto as Exhibit "B" are true and correct copies of AGC's Certificate of Incorporation, amendments thereto and all current \by-laws of AGC. No changes thereto will be made in any of the Exhibit "B" documents before the closing. AGC has no subsidiaries except as listed or any investments or ownership interests in any corporation, partnership, joint venture or other business enterprise which is material to its business.