REPRESENTATIONS AND WARRANTIES OF EPI AND SELLING SHAREHOLDERS. EPI and each Selling Shareholder hereby jointly and severally represent and warrant to Buyer with regard to EPI, and each Selling Shareholder represents and warrants with respect to itself or himself individually, as applicable as follows; provided that, the representations and warranties set forth below assume the consummation of the disposition of the shares of GCCTS and FZI by EPI prior to the Closing and therefore do not include any assets or liabilities or other matters relating to GCCTS or FZI: 2.1. ORGANIZATION; GOOD STANDING. EPI is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and is qualified as a foreign corporation in all jurisdictions in which it is required to qualify as a result of the conduct of its business or ownership of its properties and where the failure to be so qualified could reasonably be anticipated to have a Material Adverse Effect. EPI has delivered to TTI complete and correct copies of its Certificate of Incorporation and Bylaws as in effect on the date hereof. 2.2.
