Willxxxx X. X. is a corporation duly organized, validly existing and in good standing under the laws of the State of Arkansas. Willxxxx Xxxada is a corporation duly organized, validly existing and in good standing under the laws of the province of Alberta, Canada and is a private company under the Securities Act (Alberta). Each Company is duly authorized, qualified and licensed and has all requisite power and authority under all applicable laws, ordinances and orders of public authorities to own, operate and lease its properties and assets and to carry on its business in the places and in the manner currently conducted.
Willxxxx X. X. has all requisite corporate power and authority to enter into this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Willxxxx X.X. and is a legal, valid and binding obligation of Willxxxx X.X., enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors' rights generally and (b) by legal and equitable limitations on the availability of specific remedies.
Willxxxx X. X. has made a valid election under subchapter S of the Code to which all Persons required to give their consent to such election (including, but not limited to, to the extent necessary, each such Person's spouse) gave their consent and such election became effective on July 1, 1982.
Willxxxx X. X. is, and has been since July 1, 1982, an S corporation (as defined in Section 1361 of the Code).
Willxxxx X. X. has not been an "ineligible corporation" within the meaning of Section 1361(b)(2) of the Code;
Willxxxx X. X. has not issued or entered into any restricted stock, deferred compensation or profit-sharing plans, call options, warrants or similar instruments with respect to its stock, stock appreciation rights, convertible debt instruments, stock-based employee incentive plans or other similar instruments, obligations or arrangements;
Willxxxx X. X. has not issued or entered into any indebtedness other than indebtedness that constitutes "straight debt" within the meaning of Section 1361(c)(5) of the Code and Treas. Reg. ss. 1.1361-1(l)(5);
Willxxxx X. X. has not acquired the assets of any other corporation in a transaction described in Section 381(a) of the Code.
Willxxxx X. X. has properly and timely made the election and all other required filings to qualify J&J Rubber as a qualified subchapter S subsidiary under Section 1361(b) of the Code. Such election became effective on March 1, 1999. J&J Rubber is, and has been since March 1, 1999, a qualified subchapter S subsidiary under Section 1361(b) of the Code.
