Representations and Warranties by the Sellers and Guarantor. Sellers and Guarantor, jointly and severally, represent and warrant to, and agree with, Purchaser as follows:
(a) Organization and Qualification of the Company and Acquisition. Company and Acquisition are corporations duly incorporated, validly existing and in good standing, under the laws of the States of Florida and Delaware, respectively, and have all requisite corporate power and corporate authority to own or lease and operate its properties and assets and to carry on its business as, and in the places where, such properties and assets are now owned or leased and operated and such business is now being conducted. Attached hereto as Schedule 2.1(a) are true and complete copies of the Company's and Acquisition's Articles of Incorporation and Bylaws as amended.
