Valid Corporate Existence; Qualification. Solovision is a corporation duly organized, validly existing and, except as set forth on Schedule 2.1 attached hereto, in good standing under the laws of the State of Florida. Solovision has the corporate power to carry on its business as now conducted and to own its assets. Solovision is not qualified to conduct business in any foreign jurisdiction, there being no foreign jurisdictions in which the failure to qualify would have a material adverse effect on Solovision and its assets, properties or business, and there has not been any claim by any jurisdiction to the effect that Solovision is required to qualify or otherwise be authorized to do business as a foreign corporation therein. The copies of Solovision's Articles of Incorporation, as amended to date (certified by the Secretary of State of Florida), and Solovision's Bylaws, as amended to date (certified by Solovision's Secretary), are true and complete copies of those documents as in effect on the date hereof. The minute books of Solovision contain accurate records of all meetings of its Board of Directors and all committees thereof and of its shareholders since its incorporation, and accurately reflect all transactions referred to therein.
Valid Corporate Existence; Qualification. Ocean and OAC are corporations duly organized, validly existing and, except as set forth on Schedule 3.1 attached hereto, in good standing under the laws of the State of Florida. Each of Ocean and OAC has the corporate power to carry on its business as now conducted and to own its assets. Ocean and OAC are not qualified to conduct business in any foreign jurisdiction, there being no foreign jurisdictions in which the failure to qualify would have a material adverse effect on Ocean or OAC. There has not been any claim by any jurisdiction to the effect that Ocean is required to qualify or otherwise be authorized to do business as a foreign corporation therein. The copies of Ocean's and OAC's Articles of Incorporation, as amended to date (as certified by the Secretary of State of Florida) and Ocean's and OAC's Bylaws, as amended to date (as certified by the Secretary of Ocean and OAC, respectively), which have heretofore been delivered to Solovision, are true and complete copies of those documents as now in effect. The minute books of Ocean and OAC contain accurate records of all meetings of their respective Boards of Directors and all committees thereof and of their respective shareholders since their incorporation, and accurately reflect all transactions referred to therein.
Valid Corporate Existence; Qualification. SCAC. SCAC is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. SCAC has all requisite power and authority to own, lease, use and operate its properties and assets and to carry on the business in which it is engaged as and in the jurisdictions such properties and assets are owned, leased, used and operated and as such business is presently conducted. SCACis duly qualified, licensed, authorized or admitted to do business and is in good standing under the laws of each jurisdiction in which the ownership, use, operation or leasing of its properties and assets, or the conduct or nature of its business, requires such qualification, licensing, authorization or admission. CAOPU has delivered to MBPI true and complete copies of each of the SCAC charter documents and such other constituent instruments of SCAC as may exist, each as amended to the date of this Agreement (as so amended, the “SCACConstituent Instruments”). The copies of the SCAC Constituent Instruments attached hereto as Schedule 3.4, are true, complete and correct.
Valid Corporate Existence; Qualification. MBPI is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease, use and operate its properties and assets and to carry on its business as and in the jurisdictions such properties and assets are owned, leased, used and operated and as such business is presently conducted. MBPI is duly qualified, licensed, authorized or admitted to do business and is in good standing under the laws of each jurisdiction in which the ownership, use, operation or leasing of its properties and assets, or the conduct or nature of its business, requires such qualification, licensing, authorization or admission. MBPI has delivered to CAOPU true and complete copies of MBPI’s certificate of incorporation and bylaws and such other constituent instruments of MBPI as may exist, each as amended to the date of this Agreement (as so amended, the “MBPI Constituent Instruments”). The copies of the MBPI Constituent Instruments attached hereto as Schedule 4.1, are true, complete and correct.
Valid Corporate Existence; Qualification. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power to carry on its businesses as now conducted and to own its assets. The Company is duly qualified to conduct business and is in good standing as a foreign corporation in those jurisdictions in which the Company is required to qualify in order to own its assets or properties or to carry on its businesses as now conducted, except where the failure to qualify would not have a material adverse effect on the business of the Company taken as a whole, and, to the best of the Company’s knowledge, there has not been any claim by any other jurisdiction to the effect that the Company is required to qualify or otherwise be authorized to do business as a foreign corporation therein.
Valid Corporate Existence; Qualification. EDL is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. EDL has the corporate power to carry on its business as now conducted and to own its assets. EDL is duly qualified to conduct business and is in good standing as a foreign corporation in those jurisdictions set forth on the Disclosure Schedule which has been furnished to, and agreed upon by the parties to this Agreement (the "Disclosure Schedule") and to the best knowledge of each EDL Shareholder: (i) such jurisdictions are the only jurisdictions in which EDL is required to qualify in order to own its assets or properties or to carry on its business as now conducted; and (ii) there has not been any claim by any other jurisdiction to the effect that EDL is required to qualify or otherwise be authorized to do business as a foreign corporation therein. The copies of the good standing certificates or certificates of existence of EDL (issued by the appropriate state authority), the Articles of Incorporation of EDL (certified by the appropriate state authority) and By-Laws of EDL (certified by such Company's Secretary), as amended to date, which constitute a part of the Disclosure Schedule are true and complete copies of those documents as now in effect. The minute books of EDL contain accurate records of all meetings of its Board of Directors and shareholders since its incorporation, and accurately reflect all transactions referred to therein.
Valid Corporate Existence; Qualification. STL is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. STL has the corporate power to carry on its business as now conducted, to own its assets, and to enter into and perform its obligations under this Agreement. STL is duly qualified to conduct business and is in good standing as a foreign corporation in those jurisdictions set forth on the Disclosure Schedule and to the best knowledge of each STL Shareholder: (i) such jurisdictions are the only jurisdictions in which STL is required to qualify in order to own its assets or properties or to carry on its business as now conducted; and (ii) there has not been any claim by any other jurisdiction to the effect that STL is required to qualify or otherwise be authorized to do business as a foreign corporation therein.. The copies of the good standing certificates or certificates of existence of STL (issued by the appropriate state authority), the Articles of Incorporation of STL (certified by the appropriate state authority) and By-Laws of STL (certified by such Company's Secretary), as amended to date, which constitute a part of the Disclosure Schedule are true and complete copies of those documents as now in effect.
Valid Corporate Existence; Qualification. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. The Purchaser has the corporate power to carry on its business as now conducted and to own its assets. The Purchaser is duly qualified to conduct business and is in good standing as a foreign corporation in those jurisdictions set forth on the Disclosure Schedule which are the only jurisdictions in which it is required to qualify in order to own its assets or properties or to carry on its business as now conducted, and there has not been any claim by any other jurisdiction to the effect that the Purchaser is required to qualify or otherwise be, authorized to do business as a foreign corporation therein. The copies of the Purchaser's Articles of Incorporation (certified by the Florida Secretary of State) and By-Laws (certified by the Purchaser's Secretary), as amended to date which constitute a part of the Disclosure Schedule are true and complete copies of those documents as now in effect. The minute books of the Purchaser contain accurate records of meetings of its Board of Directors, Executive Committee of the Board, if any, and shareholders since its incorporation and accurately reflect all transactions referred to therein.
Valid Corporate Existence; Qualification. HFI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. HFI has the corporate power to carry on its business as now conducted and to own its assets. HFI is not qualified to conduct business in any other jurisdiction, except in the State of Delaware, there being no other jurisdiction in which failure to qualify would have a material adverse effect on HFI, and its assets, properties or business, and there has not been any claim by any other jurisdiction to the effect that HFI is required to qualify or otherwise be authorized to do business as a foreign corporation therein. Copies of HFI's Certificate of Incorporation, good standing certificate (certified by the appropriate official of the State of Delaware) and By-Laws (certified by HFI's Secretary), as amended to date, which will be delivered to Mercristo at or prior to the Closing, are true and complete copies of those documents as now in effect. The minute books of HFI contain accurate records of all meetings of its Board of Directors, and stockholders since its incorporation, and accurately reflect all transactions referred to therein. A true copy of HFI's Minute Book with the foregoing is enclosed as Exhibit 2.1 hereto. HFI's subsidiary, Salgotarjan Ferroallowys Works Kereskedelmi, KFT, a Hungarian corporation ("SWF"), is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; has the corporate power to own manage, lease and hold its properties and to carry on its business as such business is presently conducted; and is duly qualified to do business in each jurisdiction where the character of its properties or nature of its business requires it to be so qualified.
Valid Corporate Existence; Qualification. NetLive is a corporation duly organized validly existing and in good standing under the laws of the State of Delaware. NetLive has the corporate power to carry on its business as now conducted and to own its assets. NetLive is duly qualified to conduct business and is in good standing as a foreign corporation in those jurisdictions set forth on Schedule 3.01, which are the only jurisdictions in which NetLive is required to qualify in order to own its assets or properties or to carry on its business as now conducted (except for such jurisdictions where the failure to so qualify would not have a material adverse effect on NetLive), and there has not been any claim by any other jurisdiction to the effect that NetLive is required to qualify or otherwise be authorized to do business as a foreign corporation therein (except for such jurisdictions where the failure to so qualify would not have a material adverse effect on NetLive). The copies of NetLive's Certificate of Incorporation (certified by the Secretary of State of Delaware) and By-Laws (certified by NetLive's secretary), as amended to date, which will be delivered to the Purchasers prior to the Closing, are true and complete copies of those documents as now in effect. The minute books of NetLive contain accurate records of all material meetings of its Board of Directors and stockholders since its incorporation, and accurately reflect in all material respects all transactions authorized by such persons in such capacities including, without limitation, actions authorized by written consent in lieu of a meeting.
