Representations and Warranties of BEPI and Subsidiary. BEPI represents and warrants to JCF and PCG that, except as set forth in the disclosure schedule which was executed and delivered by BEPI and the Subsidiary to JCF and PCG on the date hereof (the "BEPI Disclosure Schedule") with a reference to the relevant Section of this Agreement:
(a) Organization and Capitalization of BEPI. BEPI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. All of the issued and outstanding shares of BEPI are duly authorized, validly issued, fully paid and nonassessable; and, except as set forth in the BEPI Disclosure Schedule, there are no other equity securities of any class of BEPI authorized, issued, reserved for issuance or outstanding; and there are no preemptive rights as to any shares. Except as set forth on the BEPI Disclosure Schedule, there are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of BEPI Common Stock. All subsidiaries of BEPI and the officers and directors of each subsidiary are listed on the BEPI Disclosure Schedule
(b) Organization and Capitalization of Subsidiary. Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of British Virgin Islands with an authorized capital consisting solely of 1,000 shares Common Stock ("Subsidiary's Common Stock"), of which 100 shares are issued and outstanding; all of such 100 issued and outstanding shares of Subsidiary's Common Stock are duly authorized, validly issued, fully paid and nonassessable; and there are no other equity securities of any class of BEPI Subsidiary authorized, issued, reserved for issuance or outstanding. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of Subsidiary's Common Stock.
