Valid Existence; Qualification. 4.2 Capitalization................................................................................... 4.3 Consents......................................................................................... 4.4 Corporate Authority; Binding Nature of Agreement................................................. 4.5
Valid Existence; Qualification. NextPhase is a corporation duly organized, validly existing and in good standing under the laws of the State of California. NextPhase has the power to carry on its business as now conducted and to own its assets. NextPhase is not qualified to do business as a foreign corporation in any other state or jurisdiction, and is not required to be so qualified in any other jurisdiction in order to own its assets or carry on its business as now conducted, and there has not been any claim by any other jurisdiction to the effect that NextPhase is required to qualify or otherwise be authorized to do business as a foreign corporation therein. The copies of NextPhases's certificate of Incorporation, as amended to date, certified by the Secretary of the State of California, and By-Laws, as amended to date (certified by the Secretary of NextPhase), which have been delivered to the Company, are true and complete copies of those documents as in effect on the date hereof.
Valid Existence; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has the power to carry on its business as now conducted and to own its assets. The Company is qualified to do business as a foreign corporation in the State of New York and is not required to be so qualified in any other jurisdiction in order to own its assets or carry on its business as now conducted, and 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. The copies of the Company's Certificate of Incorporation, as amended to date, certified by the appropriate regulatory Body in their respective state of incorporation, and its By-Laws, as amended to date (certified by the Secretary of the Company), which have been delivered to the NextPhase Shareholders, are true and complete copies of those documents as in effect on the date hereof.
Valid Existence; Qualification. Each DCAP Entity (other than Tax Services) is a corporation organized, validly existing and in good standing under the laws of the state of its incorporation. Tax Services is a limited liability company EXTECH CORPORATION 7 duly organized, validly existing and in good standing under the laws of New York. Each DCAP Entity has the power to carry on its respective DCAP Business as now conducted and to own its assets. No DCAP Entity is required to qualify in any other jurisdiction in order to own its assets or to carry on its respective DCAP Business as now conducted, and there has not been any claim by any other jurisdiction to the effect that any DCAP Entity is required to qualify or otherwise be authorized to do business as a foreign corporation or foreign limited liability company therein. The copies of each DCAP Entity's Certificate of Incorporation, as amended to date (certified by the Secretary of the State of the state of its incorporation), and each DCAP Entity's By-Laws or, in the case of Tax Services, Articles of Organization and Operating Agreement, as amended to date (certified by the Secretary of the respective DCAP Entity), which have been delivered to EXTECH, are true and complete copies of those documents as in effect on the date hereof.
Valid Existence; Qualification. (a) EXTECH is a corporation validly existing and in good standing under the laws of the State of Delaware. EXTECH has the power to carry on its business as now conducted and to own its assets now owned. EXTECH is qualified to do business in the State of New York, is not required to qualify in any other jurisdiction in order to own its assets now owned or to carry on its business as now conducted, and there has not been any claim by any other jurisdiction to the effect that EXTECH is required to qualify or otherwise be authorized to do business as a foreign corporation therein.
(b) Each of EXTECH's subsidiaries is duly organized, validly existing and in good standing in its jurisdiction of incorporation and is duly qualified as a foreign corporation and authorized to do business in all other jurisdictions in which the nature of its business or property requires such qualification. Each of such subsidiaries has the power to own its properties and to carry on its business as now conducted and as proposed to be conducted.
Valid Existence; Qualification. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Seller has the power to carry on its Business as now conducted and to own the Assets. To the best of Seller's knowledge, Seller is not required to qualify in any other jurisdiction in order to own the Assets or to carry on the Business as now conducted, and there has not been any claim by any other jurisdiction to the effect that Seller is required to qualify or otherwise be authorized to do business as a foreign corporation therein. The copies of the Seller's Articles of Incorporation, as amended to date (certified by the Secretary of the State of Florida), and the Seller's By-Laws, as amended to date (certified by the Secretary of the Seller), which have been delivered to Purchaser, or are delivered herewith, are true and complete copies of those documents as in effect on the date hereof.
Valid Existence; Qualification. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Seller has the power to carry on its Business as now conducted and to own the Assets. To the best of Seller's and/or the Principal Shareholders' knowledge, Seller is not required to qualify in any other jurisdiction in order to own the Assets or to carry on the Business as now conducted, and there has not been any claim by any other jurisdiction to the effect that Seller is required to qualify or otherwise be authorized to do business as a foreign Corporation therein. The copies of the Seller's Certificate of Incorporation, as amended to date (certified by the Secretary of the State of California), and the Seller's By-Laws, as amended to date (certified by the Secretary of the Seller), which have been delivered to Purchaser, are true and complete copies of those documents as in effect on the date hereof. Schedule 3.1 sets forth all of the holders of capital stock and Derivative Securities of the Seller and their respective holdings.
Valid Existence; Qualification. Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois. Target has the power to carry on its Business as now conducted and to own its Assets. Target is qualified to do business in the states set forth on Schedule 3.1 attached hereto, is not required to qualify in any other jurisdiction in order to own its Assets or carry on its business as now conducted, and there has not been any claim by any other jurisdiction to the effect that Target is required to qualify or otherwise be authorized to do business as a foreign corporation therein. The copies of the Target's Certificate of Incorporation, as amended to date (certified by the Secretary of the State of Illinois), and the Target's By-Laws, as amended to date (certified by the Secretary of the Target), which have been delivered to Purchaser, or are delivered at the Closing, are true and complete copies of those documents as in effect on the date hereof and the Closing Date.
Valid Existence; Qualification. Each of Purchaser and Paragon is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Purchaser and Paragon has the power to carry on its business as now conducted and to own its assets. Purchaser is qualified to do business as a foreign corporation in the States of Tennessee and Florida, and Paragon is qualified to do business as a foreign corporation in the State of Florida, and neither is required to be so qualified in any other jurisdiction in order to own its respective assets or carry on its respective business as now conducted, and there has not been any claim by any other jurisdiction to the effect that Purchaser is required to qualify or otherwise be authorized to do business as a foreign corporation therein.
Valid Existence; Qualification. Compu-DAWN is a corporation validxx xxisting and in good standing under the laws of the State of Delaware. RAC is a corporation validly existing and in good standing under the laws of the State of New York. Each of Compu-DAWN and RAC has the power xx carry on its business as now conducted and to own its assets. Compu-DAWN is qualified to do busxxxxs in the State of New York, is not required to qualify in any other jurisdiction in order to own its assets or carry on its business as now conducted, and there has not been any claim by any other jurisdiction to the effect that Compu-DAWN is required to qualifx xx otherwise be authorized to do business as a foreign corporation therein. The copies of each of Compu-DAWN's and RAC's Certificate of Incorporation, as amended to date (certified by the Secretaries of State of the State of Delaware and New York, respectively) and By-Laws, as amended to date (certified by the Secretaries of Compu-DAWN and RAC, respectively), xhich have been delivered to Rugby and the Rugby Shareholder, are true and complete copies of those documents as in effect on the date hereof.
