Common use of Corporate Issues Clause in Contracts

Corporate Issues. (a) The Company is a Limited Liability Company duly incorporated and validly existing under the laws of the Federal Republic of Germany. (b) The statements in clause 1 through 5 of the Preamble pertaining to the Company are true and correct. (c) There are no shareholders' resolutions relating to the Company which would have to be registered with the commercial register but have not yet been registered nor any additional agreements regarding the constitution and organisation of the Company. No insolvency or composition or equivalent proceedings have been opened in any jurisdiction in respect of the Company; the Company is neither over-indebted nor insolvent. (d) As of the Effective Date, the Company holds the following participations in the following legal entities: (i) 100% of the share capital in the nominal amount of DM 1,000,000 in GfE Metalle und Materialien GmbH (AG Nuremberg, HR B 13685) (ii) 100% of the share capital in the nominal amount of EUR 100,000 in GfE Medizintechnik GmbH (AG Nuremberg, HR B 18995) (iii) 100% of the share capital in the nominal amount of DM 50,000 in GfE Umwelttechnik GmbH (AG Nuremberg, HR B 11176), which holds (1) 50% of the share capital in the nominal amount of DM 100,000 in INTERVAN Vanadium-Recycling GmbH (AG Nuremberg, HR B 14330). The liquidation of INTERVAN Vanadium-Recycling GmbH was resolved on 18 November 2002; (2) 60% of the share capital in RECOVAN SpA (Catania, Italy). This company is in liquidation proceedings with no recovery expected. (3) 24.9% of the share capital in the nominal amount of Euro 25,000 in Metrex'pp'2 GmbH, formed on 7 January 2002, but not yet registered with the commercial register. (iv) 75% of the share capital in the nominal amount of DM 1,000,000 in RZM Recyclingzentrum Mittelfranken GmbH (AG Nuremberg, HR B 12721), of which an amount of DM 175,967 has been paid in. (v) 70% of the share capital in Somikivu Societe Miniere du Kivu (Goma, Zaire); these shares are of no stable value and therefore have been written off completely. (vi) 28.6% of the share capital in HERA Hydrogen Storage Systems, Inc. (Montreal, Canada). The aforementioned participations held by the Company and the participations held by the Company's subsidiaries are hereinafter collectively referred to as the "Participations". (e) The Company, and the Company's subsidiaries, respectively, are the legal and beneficial owner of the Participations and the Participations are not encumbered with any third party rights. (f) No insolvency or composition or equivalent proceedings have been opened in any jurisdiction in respect of any of the Participations; none of the Participations is over-indebted or insolvent.

Corporate Issues. (a) The Company is a Limited Liability Company duly incorporated and validly existing under the laws of the Federal Republic of Germany. (b) The statements in clause 1 through 5 of the Preamble pertaining to the Company are true and correct. (c) There are no shareholders' resolutions relating to the Company which would have to be registered with the commercial register but have not yet been registered nor any additional agreements regarding the constitution and organisation of the Company. No insolvency or composition or equivalent proceedings have been opened in any jurisdiction in respect of the Company; the Company is neither over-indebted nor insolvent. (d) As of the Effective Date, the Company holds the following participations in the following legal entities: (i) 100% of the share capital in the nominal amount of DM 1,000,000 in GfE Metalle und Materialien GmbH (AG Nuremberg, HR B 13685) (ii) 100% of the share capital in the nominal amount of EUR 100,000 in GfE Medizintechnik GmbH (AG Nuremberg, HR B 18995) (iii) 100% of the share capital in the nominal amount of DM 50,000 in GfE Umwelttechnik GmbH (AG Nuremberg, HR B 11176), which holds (1) 50% of the share capital in the nominal amount of DM 100,000 in INTERVAN Vanadium-Recycling GmbH (AG Nuremberg, HR B 14330). The liquidation of INTERVAN Vanadium-Recycling GmbH was resolved on 18 November 2002; (2) 60% of the share capital in RECOVAN SpA (Catania, Italy). This company is in liquidation proceedings with no recovery expected. (3) 24.9% of the share capital in the nominal amount of Euro 25,000 in Metrex'pp'2 Metrex2 GmbH, formed on 7 January 2002, but not yet registered with the commercial register. (iv) 75% of the share capital in the nominal amount of DM 1,000,000 in RZM Recyclingzentrum Mittelfranken GmbH (AG Nuremberg, HR B 12721), of which an amount of DM 175,967 has been paid in. (v) 70% of the share capital in Somikivu Societe Miniere du Kivu (Goma, Zaire); these shares are of no stable value and therefore have been written off completely. (vi) 28.6% of the share capital in HERA Hydrogen Storage Systems, Inc. (Montreal, Canada). The aforementioned participations held by the Company and the participations held by the Company's subsidiaries are hereinafter collectively referred to as the "Participations". (e) The Company, and the Company's subsidiaries, respectively, are the legal and beneficial owner of the Participations and the Participations are not encumbered with any third party rights. (f) No insolvency or composition or equivalent proceedings have been opened in any jurisdiction in respect of any of the Participations; none of the Participations is over-indebted or insolvent.