Common use of Valid Corporate Existence; Qualification Clause in Contracts

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.