Common use of Corporate Matters; No Conflict Clause in Contracts

Corporate Matters; No Conflict. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and the State of Georgia. The fact that the Company has not qualified to do business in any other state has not had a material adverse effect on the Business. The Company maintains offices relating to the Business only at the site(s) listed on Exhibit A and has no operations other than from those site(s). The Company has the corporate power to enter into this Agreement, to perform its obligations hereunder and to conduct its business as currently conducted. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by the Company will not (i) conflict with or violate, in any material respect, the provisions of any applicable law (including, without limitation, any bulk sales laws), rule or order, (ii) conflict with or violate the Articles or Certificate of Incorporation, by-laws or any other organizational or governing documents of the Company, (iii) in any material respect, conflict with or constitute a default under any agreement or contract by which the Company is bound or (iii) require the consent or approval of, or filing with, any governmental body or third party except as set forth on Exhibit C-5. The execution, delivery and performance by the Company of this Agreement has been duly authorized and approved by all requisite corporate action on the part of the Company. Set forth on Exhibit B is a list of officers and directors of the Company, all trade names used by the Business and all jurisdictions in which the Business is conducted. This Agreement and the consummation of the transactions contemplated hereby have been approved by the board of directors of the Company, and the authorized officers of the Company named on Exhibit A are authorized and empowered by the Company to execute and deliver this Agreement in the name and on behalf of the Company. This Agreement and the consummation of the transactions contemplated hereby do not require any approval by the shareholders of the Company.

Corporate Matters; No Conflict. The Company is duly formed, organized, incorporated, is validly existing and in good standing under the laws of the State its state of Delaware and the State of Georgia. The fact that the Company has not qualified to do business incorporation as set forth in any other state has not had a material adverse effect on the Business. The Company Exhibit A, maintains offices relating to the Business only at the site(s) site listed on Exhibit A and has no other 2 locus of operations other than from those site(s). The Company that site, is qualified or authorized to transact business and is in good standing in each other jurisdiction in which it is doing business, except where failure to be qualified or be in good standing would not have a material adverse effect on the business of the Company, and has the corporate power to enter into this Agreement, to perform its obligations hereunder and to conduct its business as currently conducted. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by the Company Company, Shareholders and/or AS will not (i) conflict with or violate, in any material respect, violate the provisions of any applicable law (including, without limitation, any bulk sales laws), rule or order, (ii) conflict with order or violate the Company's Articles or Certificate of Incorporation, by-laws or any other organizational or governing documents of the Company, (iiiii) in any material respect, conflict with or constitute a default under any agreement or contract by which the Company or any Shareholder or AS is bound or (iii) require the consent or approval of, or filing with, any governmental body or third party except as set forth on Exhibit C-5. The execution, delivery and performance by the Company of this Agreement has been duly authorized and approved by all requisite corporate action on the part of the Company. The Shareholders are all the beneficial and/or record owners of the issued and outstanding shares of capital stock of the Company and each Shareholder owns the number of shares of such stock set forth opposite his name on Exhibit A. Also set forth on Exhibit A is the total number and type of authorized shares and outstanding shares of capital stock of the Company. Set forth on Exhibit B is a list of officers and directors of the Company, all trade names used by the Business Company and all jurisdictions in which the Business Company is conducteddoing business. This Agreement and the consummation of the transactions contemplated hereby have been approved unanimously by the Shareholders and board of directors of the Company, and the authorized officers of the Company named on Exhibit A are jointly and severally authorized and empowered by the Company to execute and deliver this Agreement in the name and on behalf of the Company. This Agreement and the consummation of the transactions contemplated hereby do not require any approval by the shareholders of the Company.

Corporate Matters; No Conflict. The Company Seller and each Subsidiary is duly organizedformed, validly existing and in good standing under the laws of the State its state of Delaware and the State of Georgia. The fact that the Company has not qualified to do business its formation as set forth in any other state has not had a material adverse effect on the Business. The Company Schedule 4.2(a), maintains offices relating to the Business only at the site(s) sites listed on Exhibit A Schedule 4.2(a) and has no other place of operations other than from those site(s). The Company sites, is qualified or authorized to transact business and is in good standing in each jurisdiction in which it is doing business, and has the corporate power to enter into this Agreement, to perform its obligations hereunder and to conduct its business as currently conducted. The sites maintained by Seller and each Subsidiary are collectively referred to as “Site”. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by the Company Seller will not (i) conflict with or violate, in any material respect, violate the provisions of any applicable law (including, without limitation, any bulk sales laws), rule or order, (ii) conflict with order or violate the Articles or Certificate of IncorporationOrganization, by-laws operating agreement or any other organizational or governing documents of the CompanySeller or any Subsidiary, (iiiii) in any material respect, conflict with or constitute a default under any agreement or contract by which the Company Seller or any Subsidiary is bound including, without limitation, any of the Business Agreements except as set forth on Schedule 4.2(b)(3), or (iii) require the consent consent, waiver or approval of, or filing with, any governmental body or third party except as set forth on Exhibit C-5Schedule 4.2(b)(3). The execution, delivery and performance by the Company Seller of this Agreement has been duly authorized and approved by all requisite corporate action on the part of the CompanySeller. Set forth on Exhibit B Schedule 4.2(a)(1) is a list of officers and directors of the CompanySeller and each Subsidiary, all trade names used by the Business Seller and all jurisdictions in which the Business Seller and each Subsidiary is conducteddoing business. This Agreement and the consummation of the transactions contemplated hereby have been approved by the board of directors of the CompanySeller, and the authorized officers of the Company named on Exhibit A Seller are jointly and severally authorized and empowered by the Company respective Seller to execute and deliver this Agreement in the name of and on behalf of Seller. The name of each entity in which Seller has an equity interest (each a “Subsidiary”), the Company. This Agreement jurisdiction of incorporation of each such entity, the addresses from which each entity conducts its business and the consummation percentage of the transactions contemplated hereby do not require any approval ownership interest held by the shareholders of the CompanySeller in such entity on a basic and fully-diluted basis are forth on Schedule 4.2(a).