REPRESENTATIONS AND WARRANTIES OF SURVIVING CORPORATION AND PARENT. 4.1 Corporate Existence; Good Standing; Capitalization. Parent and Surviving Corporation are corporations duly organized, validly existing, and in good standing under the laws of the State of Texas and have all requisite corporate power and authority to issue the Parent's Stock and to own its properties and assets and to carry on its business as now conducted as proposed to be conducted. Parent and Surviving Corporation are duly qualified to transact business and are in good standing in the State of Florida. The copies of the Articles of Incorporation and bylaws of Parent and Surviving Corporation delivered to the Company and the Shareholders prior to the execution of this Agreement are true and complete copies of the duly and legally adopted Articles of Incorporation and bylaws of Parent and Surviving Corporation in effect as of the date of this Agreement.
