Common use of Corporate Clause in Contracts

Corporate. 5.1.1. Xceed is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of the State of Delaware. Xceed is qualified to do business as a foreign corporation in such other states in which ownership of its respective assets or the nature and conduct of its business requires such qualification. 5.1.2. Xceed and each of its subsidiaries has the power to own its properties and to carry on its businesses as and where such are now conducted. Xceed does not have any equity interest in any other corporation, partnership, joint venture or association or control, directly or indirectly, of any other entity except for its interests in the subsidiaries listed on its Form 10-K for the year ended August 31, 1998 (the Form "10-K"), copies of which have been furnished to X-ceed Atlanta and ▇▇▇▇▇. 5.1.3. The authorized capital stock of Xceed consists of 30,000,000 shares of Common Stock, par value $.01 per share, of which 15,866,693 shares are presently outstanding immediately prior to the date hereof and Two Million (2,000,000) shares of Preferred Stock, par value $.05 per share, of which no shares of Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Xceed's Common Stock are duly authorized, validly issued, fully paid and non-assessable. There are no preemptive rights on the part of any holder of any class of securities of Xceed or any of its subsidiaries and no options, warrants, conversion or other rights, agreements, or commitments of any kind obligating Xceed or any of its subsidiaries, contingently or otherwise, to issue or sell any shares of its capital stock of any class or any securities convertible into or exchangeable for any such shares and no authorization therefor has been given, except as set forth in the Form 10-K. 5.1.4. This Agreement has been duly executed and delivered by Xceed and constitutes the legal, valid and binding obligation of Xceed, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally, and by general principles of equity. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporation action on the part of Xceed, and no other corporate proceedings on its part are necessary to authorize this Agreement.

Corporate. 5.1.1. Xceed (1) The Company is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of the State of DelawareNew Jersey. Xceed The Company is not qualified to do business as a foreign corporation in such any other states in which ownership of its respective assets or the nature and conduct of its business requires such qualificationis not required to so qualify. 5.1.2. Xceed and each of its subsidiaries (2) The Company has the power to own its properties property and to carry on its businesses business as and where such are now conducted. Xceed The Company does not have any equity interest in any other corporation, partnership, joint venture or association or control, directly or indirectly, of any other entity entity, except for its interests in the subsidiaries listed on its Form 10wholly-K for the year ended August 31owned subsidiary, 1998 Cleanaire Industries, Inc. (the Form "10-K"), copies of which have been furnished to X-ceed Atlanta and ▇▇▇▇▇. 5.1.3. 3) The authorized capital stock of Xceed the Company (the "Company Capital Stock") consists of 30,000,000 2500 shares of Common Stockvoting common stock, no par value $.01 per share, of which 15,866,693 shares are presently outstanding immediately prior to the date hereof and Two Million (2,000,000) shares of Preferred Stock, par value $.05 per share, of which no shares of Preferred Stock all are issued and outstanding. All of the The issued and outstanding shares of Xceedthe Company's Common voting common stock are as stated in Schedule 1(b) (the "Company's Outstanding Capital Stock"). The Seller owns, beneficially and of record, all of the shares of the Company's Outstanding Capital Stock, free and clear of all liens, claims, charges, security interests and encumbrances ("Free and Clear Title"). The Company's Outstanding Capital Stock are held in its treasury. The Company's Outstanding Capital Stock has been duly authorized, authorized and validly issued, issued and is fully paid and non-assessablenonassessable; with no liability on the part of the holders thereof. There are no preemptive rights on the part of any holder of any class of securities of Xceed or any of its subsidiaries the Company and no options, warrants, conversion or other rights, agreements, agreements or commitments of any kind obligating Xceed or any of its subsidiariesthe Company, contingently or otherwise, to issue or sell any shares of its capital stock of any class or any securities convertible into or exchangeable for any such shares and no authorization therefor has been given. (4) The copy of the Articles of Incorporation certified by the Secretary of the State of New Jersey on or about September 24, except 1997 as set forth in being a true and current copy of the Form 10Articles of Incorporation, the By-K.Laws, and lists of officers and directors of the Company previously delivered by the Seller to Buyer, are true and correct copies as of the date hereof. 5.1.4. (5) This Agreement has been duly executed and delivered by Xceed the Seller and constitutes the legal, valid and binding obligation of Xceedthe Seller, enforceable in accordance with its terms, except as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally, and (ii) the availability of the remedy of specific performance, injunctive relief or other equitable relief, whether applicable applied by a court of law or equity, including the exercise of judicial discretion in accordance with general principles of equity. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporation action on the part of Xceed, and no other corporate proceedings on its part are necessary to authorize this Agreement.

Corporate. 5.1.1. Xceed (1) X-ceed and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of the State its states of Delawareincorporation. Xceed X-ceed and each of its subsidiaries is qualified to do business as a foreign corporation in such other states in which the ownership of its respective assets or the nature and conduct of its business requires such qualification. 5.1.2. Xceed (2) X-ceed and each of its subsidiaries has the power to own its properties and to carry on its businesses as and where such are now conducted. Xceed X-ceed does not have any equity interest in any other corporation, partnership, joint venture or association or control, directly or indirectly, of any other entity except for its interests in the subsidiaries listed on its Form 10-K for the year ended August 31, 1998 KSB (the Form "10-K"as hereinafter defined), copies of which have been furnished to X-ceed Atlanta and ▇▇▇▇▇. 5.1.3. (3) The authorized capital stock of Xceed X-ceed consists of 30,000,000 shares of Common Stockcommon stock, par value $.01 per share, of which 15,866,693 10,276,914 shares are presently outstanding immediately prior to the date hereof and Two Million (2,000,000) shares of Preferred Stock, par value $.05 per share, of which no shares of Preferred Stock are issued and outstanding. All of the issued and outstanding shares of XceedX-ceed's Common Stock are duly authorized, validly issued, fully paid and non-non assessable. There are no preemptive rights on the part of any holder of any class of securities of Xceed X-ceed or any of its subsidiaries and no options, warrants, conversion or other rights, agreements, or commitments of any kind obligating Xceed X-ceed or any of its subsidiaries, contingently or otherwise, to issue or sell any shares of its capital stock of any class or any securities convertible into or exchangeable for any such shares and no authorization therefor has been given, except as set forth in the Form 10-K.on Schedule 3(a)(3). 5.1.4. (4) This Agreement has been duly executed and delivered by Xceed X-ceed and constitutes the legal, valid and binding obligation of XceedX-ceed, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally, and by general principles of equity. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporation action on the part of XceedX-ceed, and no other corporate proceedings on its part are necessary to authorize this Agreement.

Corporate. 5.1.1. Xceed (1) X-ceed and each of its subsidiaries, including Sub, is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of the State its states of Delawareincorporation. Xceed X-ceed and each of its subsidiaries, including Sub, is qualified to do business as a foreign corporation in such other states in which the ownership of its respective assets or the nature and conduct of its business requires such qualification. 5.1.2. Xceed (2) X-ceed and each of its subsidiaries subsidiaries, including Sub, has the power to own its properties and to carry on its businesses as and where such are now conducted. Xceed X-ceed does not have any equity interest in any other corporation, partnership, joint venture or association or control, directly or indirectly, of any other entity except for its interests in the subsidiaries listed on its Form 10-K for the year ended August 31, 1998 (the Form "10-K"), copies of which have been furnished to X-ceed Atlanta and ▇▇▇▇▇subsidiaries. 5.1.3. (3) The authorized capital stock of Xceed X-ceed consists of 30,000,000 shares of Common Stockcommon stock, par value $.01 per share, of which 15,866,693 approximately 8,983,943 shares are presently outstanding immediately prior to the date hereof and Two Million (2,000,000) shares of Preferred Stock, par value $.05 per share, of which no shares of Preferred Stock are issued and outstanding. The authorized capital stock of Sub consists of 100 shares of Common Stock, no par value, of which 100 shares are issued and outstanding in the name of X-ceed. All of the issued and outstanding shares of XceedSub are duly authorized, validly issued, fully paid and non-assessable. All of the issued and outstanding shares of X-ceed's Common Stock are duly authorized, validly issued, fully paid and non-non assessable. There are no preemptive rights on the part of any holder of any class of securities of Xceed X-ceed or any of its subsidiaries subsidiaries, including Sub, and no options, warrants, conversion or other rights, agreements, or commitments of any kind obligating Xceed X-ceed or any of its subsidiaries, including Sub, contingently or otherwise, to issue or sell any shares of its capital stock of any class or any securities convertible into or exchangeable for any such shares and no authorization therefor has been given, except as set forth in the Form 10-K.on Schedule 4(a)(3). 5.1.4. (4) This Agreement has been duly executed and delivered by Xceed X-ceed and Sub and constitutes the legal, valid and binding obligation of XceedX-ceed and Sub, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally, and by general principles of equity. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporation action on the part of XceedX-ceed, and no other corporate proceedings on its part are necessary to authorize this Agreement.