REPRESENTATIONS AND WARRANTIES OF SMARTFORCE AND ACQUISITION CORP. Each of SmartForce and Acquisition Corp. hereby represents and warrants to Shareholders as of the date hereof and as of immediately prior to the Share Exchange as follows:
3.1 Organization, Standing and Power of SmartForce. SmartForce is a corporation duly organized, validly existing and in good standing under the laws of the Republic of Ireland. SmartForce has the corporate power to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, assets, prospects, financial condition, or results of operations of either SmartForce or Acquisition Corp. (a "SMARTFORCE MATERIAL ADVERSE EFFECT") or the ability of either SmartForce or Acquisition Corp. to consummate the transactions contemplated hereby.
3.2 Organization, Standing and Power of Acquisition Corp. Acquisition Corp. is a corporation duly incorporated and organized, and is validly existing and up-to-date in the filing of all corporate and similar returns under the laws of New Brunswick. Acquisition Corp. has the corporate power to own its properties and to carry on its business as now being conducted. Acquisition Corp. is duly registered, licensed or qualified as an extra-provincial or foreign corporation, and is up-to-date in the filing of all corporate and similar returns, under the laws of each jurisdiction in which the failure to be so qualified could have a material adverse effect on the business, assets, prospects, financial condition or results of operations of Acquisition Corp. true and correct officially certified copy of the Acquisition Corp. Charter to IC Global's counsel.
