Common use of Due Incorporation; Subsidiaries Clause in Contracts

Due Incorporation; Subsidiaries. Each of the Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the Company and its Subsidiaries is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so to qualify or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”). The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X). All of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third parties.

Due Incorporation; Subsidiaries. (i) Each of the Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the Company and its Subsidiaries is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so to qualify or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial Exhibit 1.1 or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”). The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X). All of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third parties.

Due Incorporation; Subsidiaries. (i) Each of the Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the Company and its Subsidiaries is, and {00496218.DOCX.4} - 5 - at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so to qualify or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”). The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X). All of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third parties.

Due Incorporation; Subsidiaries. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, a corporation is duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries hasDelaware, and at the Closing Date will have, full with all requisite corporate power and authority to conduct all the activities conducted by itown, to own or lease all the assets owned or leased by it and operate its properties and to conduct carry on its business as described in the Registration Statement they are now being owned, leased, operated and the Prospectusconducted. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, duly is licensed or qualified to do business in and is in good standing as a foreign corporation in all each jurisdiction where the nature of the properties owned, leased or operated by it or the business transacted by it require such licensing or qualification. The jurisdictions in which the nature of the activities conducted by it Company is incorporated and licensed or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so qualified to qualify or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, do business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”)foreign corporation are set forth on Schedule 3.1. The Company has no “significant subsidiaries” (as such term is defined direct or indirect Subsidiaries, either wholly or partially owned, and the Company does not hold any direct or indirect economic, voting or management interest in Rule 1-02 of Regulation S-X)any Person or directly or indirectly own any security issued by any Person. All True, correct and complete copies of the issued share capital Certificate of Incorporation and by-laws (or other equity interests similar organizational instruments), and all minutes of each subsidiary all meetings (or written consents in lieu of meetings) of the Board of Directors (and all committees thereof) and stockholders, of the Company have been delivered to Purchaser. Except as set forth in Schedule 3.1, all action taken by the Boards of Directors (and all committees thereof) and stockholders of the Company is reflected in such minutes and written consents. Due Authorization. Seller and Xxxxxxxxx each has full corporate power and authority to enter into this Agreement and its Related Agreements and to consummate the transactions contemplated hereby and thereby. Seller and Xxxxxxxxx each has duly and validly executed and delivered this Agreement and has duly and validly executed and delivered (or prior to or at the Closing will duly and validly execute and deliver) its Related Agreements. This Agreement constitutes legal, valid and binding obligations of each of Seller and Xxxxxxxxx and each of its Related Agreements constitute (or upon execution and delivery by Seller or Xxxxxxxxx, as applicable, will constitute) legal, valid and binding obligations of Seller and Xxxxxxxxx, in each case, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies. The Company has full corporate power and authority to enter into this Agreement and its Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and its Related Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly and validly approved by its board of directors, and no other actions or proceedings on the part of the Company are necessary to authorize this Agreement or its Related Agreements and the transactions contemplated hereby and thereby. The Company has duly and validly executed and delivered this Agreement and has duly and validly executed and delivered (or prior to or at the Closing will duly and validly execute and deliver) its Related Agreements. This Agreement constitutes legal, valid and binding obligation of the Company and each of the Company's Related Agreements constitute (or upon execution and delivery by the Company will constitute) legal, valid and binding obligations of the Company, in each case, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies. Consents and Approvals; Authority Relative to this Agreement. Except as set forth on Schedule 3.3, no consent, authorization or approval of, filing or registration with, waiver of any right of first refusal or first offer from, or cooperation from, any Governmental Authority or any other Person is necessary in connection with the execution, delivery and performance by Seller, Xxxxxxxxx or the Company of this Agreement and the execution, delivery and performance by Seller, Xxxxxxxxx or the Company of their respective Related Agreements or the consummation by each Seller, Xxxxxxxxx and the Company of the transactions contemplated hereby or thereby. Except as set forth on Schedule 3.3, the execution, delivery and performance by Seller, Xxxxxxxxx and the Company of this Agreement and the execution, delivery and performance by Seller, Xxxxxxxxx and the Company of their respective Related Agreements, and the consummation by Seller, Xxxxxxxxx and the Company of the transactions contemplated hereby and thereby, do not and will not (i) violate any Law applicable to or binding on Seller, Xxxxxxxxx or the Company or any of their respective assets or properties; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the assets or properties of Seller, Xxxxxxxxx or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under any Contract to which Seller, Xxxxxxxxx or the Company is a party or by which Seller, Xxxxxxxxx or the Company or any of their respective assets or properties, are bound; (iii) permit the acceleration of the maturity of any indebtedness of Seller, Xxxxxxxxx or the Company or indebtedness secured by their respective assets or properties; or (iv) violate or conflict with any provision of any of the Certificate of Incorporation or by-laws of the Company. Capitalization; Liens. The authorized capital stock of the Company consists of 3,000 shares of Common Stock, $15.00 par value per share, all of which are currently issued and outstanding and constitute the Shares. All of the Shares (i) are validly issued, are fully paid and nonassessable and (ii) are, and when issued were, free of preemptive rights. Seller is the legal and beneficial owner of all of the Shares, free and clear of any and all Liens other than as set forth on Schedule 3.4(a). There are no shares of capital stock of the Company held in the case treasury of subsidiaries organized under the laws Company and no shares of capital stock of the Company are currently reserved for issuance for any purpose or upon the occurrence of any state event or condition. Except as set forth above or in Schedule 3.4(b), there are no shares of capital stock or other securities (whether or not such securities have voting rights) of the United StatesCompany issued or outstanding or any subscriptions, non-assessableoptions, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating Seller or the Company, or obligating Seller or any of its Affiliates to cause the Company, to issue, transfer or sell, or cause the issuance, transfer or sale of, any shares of capital stock or other securities (whether or not such securities have voting rights) of the Company. Except as set forth in Schedule 3.4(b), and there are owned by no outstanding contractual obligations of Seller or the Company directly that relate to the purchase, sale, issuance, repurchase, redemption, acquisition, transfer, disposition, holding or indirectly through subsidiariesvoting of any shares of capital stock or other securities of the Company or the management or operation of the Company. Except for Seller's rights as holder of Shares and except for employee benefit plans or bonus arrangements disclosed pursuant to Section 3.18, no Person has any right to participate in, or receive any payment based on any amount relating to, the revenue, income, value or net worth of the Company or any component or portion thereof, or any increase or decrease in any of the foregoing. The assignments, endorsements, stock powers and other instruments of transfer delivered by Seller to Purchaser at the Closing will be sufficient to transfer to Purchaser the entire interest, legal and beneficial, in the Shares. Seller has, and on the Closing Date will have, full power and authority to convey good and marketable title to all of the Shares transferred by Seller, and upon transfer by Seller to Purchaser of the certificates representing such Shares, Purchaser will receive good and marketable title to such Shares, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third partiesLiens.

Due Incorporation; Subsidiaries. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)Israel. Each of the The Company and its Subsidiaries has, and at the Closing Date will have, has full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so qualified or in such good standing would not, individually or in the aggregate, result in a Material Adverse Change. The memorandum and articles of association and other constitutive or organizational documents of the Company comply with the requirements of applicable Israeli law and are in full force and effect. Each subsidiary (as used in this Section 2, “subsidiary” has the meaning set forth in Rule 405 under the Securities Act) of the Company has been duly incorporated or organized, is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization, has the corporate power and authority to qualify own its property and to conduct its business as described in the Registration Statement and Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”). The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X). All ; all of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), assessable and are owned directly by the Company directly or indirectly through subsidiariesCompany, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer, equities transfer or any other claims claims. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any third parties.security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. No subsidiary is currently prohibited, directly or indirectly under any agreement or instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Company or any other subsidiary of the Company any loans or advances to such subsidiary from the Company or such other subsidiary or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in the Company’s most recently filed Form 10-K.

Due Incorporation; Subsidiaries. Each of the (i) The Company has been duly incorporated and its Subsidiaries is, and at the Closing Date will be, is validly existing as a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries hasMaryland, and at the Closing Date will have, with full corporate power and authority to conduct all the activities conducted by itown, to own or lease all the assets owned or leased by it and to operate its properties and conduct its business as described in the Registration Statement Statement, the Prospectus and the Prospectus. Each Permitted Free Writing Prospectuses, if any, and, in the case of the Company and its Subsidiaries isthe Operating Partnership, to execute and at deliver this Agreement and to issue, sell and deliver the Closing Date will be, Shares as contemplated herein; (ii) the Company is duly licensed or qualified to do business in and in good standing as a foreign corporation and is in all jurisdictions good standing in which each jurisdiction where the nature ownership or leasing of the activities conducted by it its properties or the character conduct of the assets owned or leased by it makes its business requires such licensing or qualification necessaryqualification, except where the failure so to qualify or to be so qualified and in good standing would not reasonably be expected to not, individually or in the aggregate, (A) have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise)condition, results of operations or capitalization prospects of the Company and its subsidiaries, the Subsidiaries (as defined below) taken as a whole, or (B) prevent or materially interfere with consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention or interference or any such result described in the foregoing clauses (A) and (B) being herein referred to as a “Material Adverse Effect”). The ; and (iii) as of the date of this Agreement, the Company has no “significant subsidiaries” subsidiaries (as such term is defined in Rule 1-02 of Regulation S-Xunder the Act) other than those subsidiaries listed on Schedule 3 hereto (collectively, the “Subsidiaries”). All of the issued share capital or other equity interests of each subsidiary of the Company have Each direct and indirect Subsidiary has been duly formed and is validly authorized and issuedexisting as a corporation, are fully paid and (in limited liability company or limited partnership, as the case of subsidiaries organized may be, in good standing under the laws of any state of the United Statesjurisdiction in which it is chartered or organized with full power and authority (corporate or other) to own, non-assessable)lease and operate its properties and conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and are owned by is duly qualified to do business as a foreign corporation, limited liability company or limited partnership, as the Company directly or indirectly through subsidiariescase may be, free and clear is in good standing under the laws of all lienseach jurisdiction which requires such qualification, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third partiesexcept where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

Due Incorporation; Subsidiaries. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)Israel. Each of the The Company and its Subsidiaries has, and at the Closing Date will have, has full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so qualified or in such good standing would not, individually or in the aggregate, result in a Material Adverse Change. The memorandum and articles of association and other constitutive or organizational documents of the Company comply with the requirements of applicable Israeli law and are in full force and effect. Each subsidiary (as used in this Section 2, “subsidiary” has the meaning set forth in Rule 405 under the Securities Act) of the Company has been duly incorporated or organized, is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization, has the corporate power and authority to qualify own its property and to conduct its business as described in the Registration Statement and Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”). The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X). All ; all of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), assessable and are owned directly by the Company directly or indirectly through subsidiariesCompany, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer, equities transfer or any other claims claims. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any third parties.security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. No subsidiary is currently prohibited, directly or indirectly under any agreement or instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Company or any other subsidiary of the Company any loans or advances to such subsidiary from the Company or such other subsidiary or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement or the Company’s most recently filed Form 20-F.

Due Incorporation; Subsidiaries. Each of the (i) The Company has been duly incorporated and its Subsidiaries is, and at the Closing Date will be, is validly existing as a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries hasMaryland, and at the Closing Date will have, with full corporate power and authority to conduct all the activities conducted by itown, to own or lease all the assets owned or leased by it and to operate its properties and conduct its business as described in the Registration Statement Statement, the Prospectus and the Prospectus. Each Permitted Free Writing Prospectuses, if any, and, in the case of the Company and its Subsidiaries isthe Operating Partnership to execute and deliver this Agreement and to issue the Rights and to issue, sell and at deliver the Closing Date will be, Underlying Shares as contemplated herein; (ii) the Company is duly licensed or qualified to do business in and in good standing as a foreign corporation and is in all jurisdictions good standing in which each jurisdiction where the nature ownership or leasing of the activities conducted by it its properties or the character conduct of the assets owned or leased by it makes its business requires such licensing or qualification necessaryqualification, except where the failure so to qualify or to be so qualified and in good standing would not reasonably be expected to not, individually or in the aggregate, (A) have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise)condition, results of operations or capitalization prospects of the Company and its subsidiaries, the Subsidiaries (as defined below) taken as a whole, or (B) prevent or materially interfere with consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention or interference or any such result described in the foregoing clauses (A) and (B) being herein referred to as a “Material Adverse Effect”). The ; and (iii) as of the date of this Agreement, the Company has no “significant subsidiaries” subsidiaries (as such term is defined in Rule 1-02 of Regulation S-Xunder the Securities Act) other than those subsidiaries listed on Exhibit A hereto (collectively, the “Subsidiaries”). All of the issued share capital or other equity interests of each subsidiary of the Company have Each direct and indirect Subsidiary has been duly formed and is validly authorized and issuedexisting as a corporation, are fully paid and (in limited liability company or limited partnership, as the case of subsidiaries organized may be, in good standing under the laws of any state of the United Statesjurisdiction in which it is chartered or organized with full power and authority (corporate or other) to own, non-assessable)lease and operate its properties and conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and are owned by is duly qualified to do business as a foreign corporation, limited liability company or limited partnership, as the Company directly or indirectly through subsidiariescase may be, free and clear is in good standing under the laws of all lienseach jurisdiction which requires such qualification, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third partiesexcept where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

Due Incorporation; Subsidiaries. Each (a) The Company and each Subsidiary of the Company and its Subsidiaries is, and at the Closing Date will be, a corporation is duly organizedformed, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries hasMichigan, and at the Closing Date will have, full corporate with all requisite power and authority to conduct all the activities conducted by itown, to own or lease all the assets owned or leased by it and operate its properties and to conduct carry on its business businesses and operations as described in the Registration Statement they are now being owned, leased, operated and the Prospectusconducted. Each The Company and each Subsidiary of the Company and its Subsidiaries is, and at the Closing Date will be, duly is licensed or qualified to do business in and is in good standing as a foreign corporation limited liability company in all jurisdictions in which each jurisdiction where the nature of the activities conducted properties owned, leased or operated by it or and the character of the assets owned or leased businesses and operations transacted by it makes require such licensing or qualification necessaryqualification, except where the failure so to qualify or to be in good standing so licensed or qualified would not reasonably be expected to have a material adverse effect Material Adverse Effect. The States set forth on Schedule 4.1 are the business, properties, assets, business prospects, condition (financial only jurisdictions in which the ------------ Company or otherwise), results of operations or capitalization any Subsidiary of the Company and its subsidiariesis organized, taken as or licensed or qualified to do business. The only Subsidiary of the Company is Brut Plastics, Inc., a whole, Michigan corporation (a “Material Adverse Effect”"BPI"). The Company has no “significant subsidiaries” does not hold any other direct or --- indirect economic, voting or management interest in any Person or directly or indirectly own any security issued by any Person other than a 45% interest in Engineered Plastic Products, Inc. ("EPP"), a Michigan corporation. To the --- knowledge of the Sellers and the Company, the net investment in EPP at cost is $591,887 in equity and $1,398,241 in debt. The equity interests owned by the Company in BPI and EPP are owned free and clear of all Liens. Accurate and complete copies of (i) the Articles of Organization of the Company as currently in effect, (ii) the Operating Agreement for the Company dated as of January 29, 1999 (as such term is defined in Rule amended as of October 1-02 of Regulation S-X). All of , 1999, the issued share capital or other equity interests of each subsidiary "Operating Agreement") and (iii) ------------------- the corporate books and records of the Company have been duly delivered to Purchaser. The organizational instruments of each of BPI and validly authorized EPP as currently in effect and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state copies of the United States, non-assessable), corporate books and are owned by the Company directly or indirectly through subsidiaries, free and clear records of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third partiesBPI have been delivered to Purchaser.

Due Incorporation; Subsidiaries. (i) Each of the Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the Company and its Subsidiaries is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so to qualify or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”). The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X). All of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third parties.