Common use of Organization, Qualification and Corporate Power Clause in Contracts

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 of the Operating Personnel Disclosure Schedule, Holding and each of its Subsidiaries is a corporation, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Holding and each of its Subsidiaries is duly licensed and qualified to conduct business and is in good standing under the laws of each jurisdiction in which the operation of its business or the ownership or leasing of its properties makes such licensing or qualification necessary and all such jurisdictions are listed on Section 4.2.3 of the Operating Personnel Disclosure Schedule. Holding and each of its Subsidiaries have all necessary corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and to own and use the properties that it owns and uses. All of the foregoing licenses, permits, and authorizations are in full force and effect and none of the Operating Personnel have received any notice of any event, inquiry, investigation, or proceeding that could result in the suspension, revocation, or limitation of any such licenses, permits, or authorizations and, to the Knowledge of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 of the Operating Personnel Disclosure Schedule lists the directors and officers of Holding and each of its Subsidiaries. The Operating Personnel have delivered to Mity-Lite correct and complete copies of any minutes of the Board of Directors and shareholders of Holding and its Subsidiaries in the Operating Personnels' possession as well as any stock certificate books, and stock record books of Holding and each of its Subsidiaries in their possession. The Operating Personnel have not prepared or maintained any of the corporate records, stock books or minutes of Holding. To the Knowledge of the Operating Personnel, neither Holding nor any of its Subsidiaries is in default under or in violation of any provision of its charter or bylaws. To the Knowledge of the Operating Personnel, all corporate actions taken by Holding and each of its Subsidiaries have been duly authorized or ratified. The Majority Shareholders and the Shareholders of Holding's Subsidiaries have taken no action to amend the bylaws or charters of Holding or the Subsidiaries since March 24, 1997.

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 Each of the Operating Personnel Disclosure Schedule, Holding Tech and each of its Subsidiaries is a corporationcorporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Holding Each of Tech and each of its Subsidiaries is duly licensed and qualified to conduct business and is in good standing under the laws of each jurisdiction as a foreign corporation in all states or jurisdictions in which the operation character and location of any of the properties owned or leased by it, or the conduct of its business, makes it necessary for it to qualify to do business as a foreign corporation and where it has not so qualified, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect in the condition (financial or the ownership otherwise), results of operations or leasing business of its properties makes such licensing or qualification necessary Tech. Each of Tech and all such jurisdictions are listed on Section 4.2.3 of the Operating Personnel Disclosure Schedule. Holding and each of its Subsidiaries have all necessary has full corporate power and authority and all licenses, permits, permits and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and engaged, to own and use the properties that owned and used by it owns and usesto execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. All Section 4.01 of the foregoing licenses, permits, and authorizations are in full force and effect and none of the Operating Personnel have received any notice of any event, inquiry, investigation, or proceeding that could result in the suspension, revocation, or limitation of any such licenses, permits, or authorizations and, to the Knowledge of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 of the Operating Personnel Tech Disclosure Schedule lists the directors and officers of Holding Tech and each of its Subsidiaries. The Operating Personnel have delivered to Mity-Lite correct and complete copies of any minutes Except as set forth on Section 4.01 of the Board Tech Disclosure Schedule, each of Directors and shareholders of Holding Tech and its Subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution, delivery and performance of this Agreement by Tech and the other agreements, documents and instruments executed in connection herewith to which Tech is a party and the consummation by Tech of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and, other than the filing and recordation of appropriate merger documents with the Secretary as required by Delaware Law, no other corporate proceedings on the part of Tech are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby. The Agreement and the other agreements, documents and instruments, when executed and delivered by Tech or its Subsidiaries, will be the binding obligation of Tech or its Subsidiaries, as the case may be, enforceable against Tech or its Subsidiaries, as the case may be, in accordance with their respective terms, subject to the effect of applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws of general application relating to, limiting or affecting the enforcement of creditors' rights generally and except that any remedy in the Operating Personnels' possession as well as nature of equitable relief shall be in the discretion of the court. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of Holding and each of Tech and its Subsidiaries in their possessionare correct and complete. The Operating Personnel have not prepared or maintained any None of the corporate records, stock books or minutes of Holding. To the Knowledge of the Operating Personnel, neither Holding nor any of Tech and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws. To the Knowledge of the Operating Personnel, all corporate actions taken by Holding and each of its Subsidiaries have been duly authorized or ratified. The Majority Shareholders and the Shareholders of Holding's Subsidiaries have taken no action to amend the bylaws or charters of Holding or the Subsidiaries since March 24, 1997.

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 Each of the Operating Personnel Disclosure Schedule, Holding CPI and each of its Subsidiaries CII is a corporationcorporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation. Holding Each of CPI and each of its Subsidiaries CII is duly licensed and qualified to conduct do business as a foreign corporation and is in good standing under in the laws jurisdictions specified in Section 3.1 of each jurisdiction the Disclosure Schedule, which are the jurisdictions in which the operation ownership of its properties, the employment of its personnel or the conduct of its business requires that it be so qualified or the ownership where a failure to be so qualified or leasing licensed would have a material adverse effect on its financial condition, results of its properties makes such licensing operation or qualification necessary business. Each of CPI and all such jurisdictions are listed on Section 4.2.3 of the Operating Personnel Disclosure Schedule. Holding and each of its Subsidiaries have all necessary CII has full corporate power and authority and all licensesauthorizations, permits, licenses and authorizations permits necessary to carry on the businesses business in which it is engaged and or in which it proposes presently proposes to engage and to own and use the properties that it owns owned and usesused by it. All Each of the foregoing licenses, permits, CPI and authorizations are in full force and effect and none of the Operating Personnel have received any notice of any event, inquiry, investigation, or proceeding that could result in the suspension, revocation, or limitation of any such licenses, permits, or authorizations and, to the Knowledge of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 of the Operating Personnel Disclosure Schedule lists the directors and officers of Holding and each of its Subsidiaries. The Operating Personnel have CII has delivered to Mity-Lite correct TBA true, accurate and complete copies of its charter and bylaws which reflect all amendments made thereto at any minutes time prior to the date of this Agreement. The minute books containing the records of meetings of the shareholders and Board of Directors of each of CPI and shareholders of Holding and its Subsidiaries in CII, the Operating Personnels' possession as well as any stock certificate books, books and the stock record books of Holding and each of its Subsidiaries CPI and CII are complete and correct in their possessionall material respects. The Operating Personnel stock record books of each of CPI and CII and the shareholder lists of each of CPI and CII which each of CPI and CII has previously furnished to TBA are complete and correct in all respects and accurately reflect the record and beneficial ownership of all the outstanding shares of each of CPI's and CII's capital stock and all other outstanding securities issued by each of CPI and CII. All material corporate actions taken by each of CPI and CII since incorporation have not prepared or maintained any of the corporate records, stock books or minutes of Holdingbeen duly authorized and/or subsequently ratified as necessary. To the Knowledge of the Operating Personnel, neither Holding Neither CPI nor any of its Subsidiaries CII is in default under or in violation of any provision of its charter or bylaws. To the Knowledge Neither CPI nor CII is in default or in violation of the Operating Personnelany restriction, all corporate actions taken lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by Holding and each which it is bound or to which any of its Subsidiaries have been duly authorized or ratified. The Majority Shareholders and the Shareholders of Holding's Subsidiaries have taken no action to amend the bylaws or charters of Holding or the Subsidiaries since March 24, 1997assets is subject.

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 of the Operating Personnel Disclosure Schedule, Holding and each of its Subsidiaries DataVon is a corporationcorporation duly organized, validly existing, and in good standing under the laws of the jurisdiction Texas. Each of its incorporation. Holding DataVon and each of its Subsidiaries is duly licensed and qualified authorized to conduct business and is in good standing under the laws of each jurisdiction in which the operation where such qualification is required. Each of its business or the ownership or leasing of its properties makes such licensing or qualification necessary DataVon and all such jurisdictions are listed on Section 4.2.3 of the Operating Personnel Disclosure Schedule. Holding and each of its Subsidiaries have all necessary has full corporate power and authority and all licenses, permits, permits and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and engaged, to own and use the properties that owned and used by it owns and usesto execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. All Section 3.01 of the foregoing licenses, permits, and authorizations are in full force and effect and none of the Operating Personnel have received any notice of any event, inquiry, investigation, or proceeding that could result in the suspension, revocation, or limitation of any such licenses, permits, or authorizations and, to the Knowledge of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 of the Operating Personnel DataVon Disclosure Schedule lists the directors and officers of Holding DataVon and each of its Subsidiaries. The Operating Personnel have delivered to Mity-Lite correct and complete copies of any minutes Except as set forth on Section 3.01 of the Board DataVon Disclosure Schedule, each of Directors and shareholders of Holding DataVon and its Subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Agreement and the Operating Personnels' possession other agreements, documents and instruments executed in connection herewith to which DataVon is a party and the consummation by DataVon of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as well as required by Texas Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is a party has been duly and validly executed and delivered by DataVon and constitute a legal, valid and binding obligation of DataVon, enforceable against DataVon in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of Holding and each of DataVon and its Subsidiaries in their possessionare correct and complete. The Operating Personnel have not prepared or maintained any None of the corporate records, stock books or minutes of Holding. To the Knowledge of the Operating Personnel, neither Holding nor any of DataVon and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws. To the Knowledge of the Operating Personnel, all corporate actions taken by Holding and each of its Subsidiaries have been duly authorized or ratified. The Majority Shareholders and the Shareholders of Holding's Subsidiaries have taken no action to amend the bylaws or charters of Holding or the Subsidiaries since March 24, 1997.

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 of the Operating Personnel Disclosure Schedule, Holding and each of its Subsidiaries iJoin is a corporationcorporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporationDelaware. Holding and each of its Subsidiaries iJoin is duly licensed and qualified to conduct business and is in good standing under the laws of each jurisdiction as a foreign corporation in all states or jurisdictions in which the operation character and location of any of the properties owned or leased by iJoin, or the conduct of its business, makes it necessary for it to qualify to do business as a foreign corporation and where it has not so qualified, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect in the condition (financial or the ownership otherwise), results of operations or leasing business of its properties makes such licensing or qualification necessary and all such jurisdictions are listed on Section 4.2.3 of the Operating Personnel Disclosure ScheduleiJoin. Holding and each of its Subsidiaries have all necessary iJoin has full corporate power and authority and all licenses, permits, permits and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and engaged, to own and use the properties that owned and used by it owns and usesto execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. All Section 3.01 of the foregoing licenses, permits, and authorizations are in full force and effect and none of the Operating Personnel have received any notice of any event, inquiry, investigation, or proceeding that could result in the suspension, revocation, or limitation of any such licenses, permits, or authorizations and, to the Knowledge of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 of the Operating Personnel iJoin Disclosure Schedule lists the directors and officers of Holding iJoin. Except as set forth on Section 3.01 of the iJoin Disclosure Schedule, iJoin does not have and each of its Subsidiariesnever has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The Operating Personnel have delivered execution, delivery and performance of this Agreement and the other agreements, documents and instruments executed in connection herewith to Mity-Lite correct which iJoin is a party and complete copies of any minutes the consummation by iJoin of the Board transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and, other than the approval and adoption of Directors this Agreement by the holders of a majority of the then outstanding shares of the capital stock of iJoin as provided in Section 5.14 hereof, the filing and shareholders recordation of Holding appropriate merger documents as required by the Delaware Law and its Subsidiaries the receipt of the Fairness Opinion that the Merger and other transactions contemplated by this Agreement are fair, from a financial point of view, to the stockholders of iJoin, no other corporate proceedings on the part of iJoin are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby. The Agreement and the other agreements, documents and instruments executed in connection herewith to which iJoin is a party, when executed and delivered by iJoin, will be the valid and binding obligation of iJoin, enforceable against iJoin in accordance with their respective terms, subject to the effect of applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws of general application relating to, limiting or affecting the enforcement of creditors' rights generally and except that any remedy in the Operating Personnels' possession as well as nature of equitable relief shall be in the discretion of the court. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of Holding iJoin are correct and each of its Subsidiaries in their possessioncomplete. The Operating Personnel have iJoin is not prepared or maintained any of the corporate records, stock books or minutes of Holding. To the Knowledge of the Operating Personnel, neither Holding nor any of its Subsidiaries is in default under or in violation of any provision of its charter or bylaws. To the Knowledge of the Operating Personnel, all corporate actions taken by Holding and each of its Subsidiaries have been duly authorized or ratified. The Majority Shareholders and the Shareholders of Holding's Subsidiaries have taken no action to amend the bylaws or charters of Holding or the Subsidiaries since March 24, 1997.

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 Each of the Operating Personnel Disclosure Schedule, Holding Company and each of its Subsidiaries is a corporationcorporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Holding Each of the Company and each of its Subsidiaries is duly licensed and qualified authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to be in which good standing or qualified would not reasonably be expected to have a Material Adverse Effect on the operation of Company and its business or the ownership or leasing of its properties makes such licensing or qualification necessary and all such jurisdictions are listed on Section 4.2.3 Subsidiaries, taken as a whole. Each of the Operating Personnel Disclosure Schedule. Holding Company and each of its Subsidiaries have all necessary has full corporate power and authority authority, and has all material licenses, permits, and authorizations authorizations, in each case necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and to own and use the properties that it owns owned and uses. All of used by it, except where the foregoing licenses, permits, and authorizations are in full force and effect and none of the Operating Personnel failure to have received any notice of any event, inquiry, investigation, or proceeding that could result in the suspension, revocation, or limitation of any such licenses, permitspermits and authorizations would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Board of Directors of the Company has acted consistent with its fiduciary duties, and this Agreement has been duly authorized, executed and delivered by the Company, and constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, or authorizations and, similar laws relating to the Knowledge creditors' rights generally and general equitable principles. Section 4.1 of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 Company Disclosure Letter lists all of the Operating Personnel Disclosure Schedule lists the directors and officers of Holding the Company and each of its Subsidiaries. The Operating Personnel have Company has delivered or made available to Mity-Lite the Buyer correct and complete copies of any minutes the charter and bylaws of each of the Board of Directors and shareholders of Holding Company and its Subsidiaries in (as amended to date). The minute books (containing the Operating Personnels' possession as well as records of meetings of the Shareholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of Holding and each of the Company and its Subsidiaries are correct and complete in their possessionall material respects. The Operating Personnel have not prepared or maintained any None of the corporate records, stock books or minutes of Holding. To the Knowledge of the Operating Personnel, neither Holding nor any of Company and its Subsidiaries is in default under or in violation in any respect of any provision of its charter or bylaws. To the Knowledge of the Operating Personnelcharter, all corporate actions taken by Holding and each of its Subsidiaries have been duly authorized or ratified. The Majority Shareholders and the Shareholders of Holding's Subsidiaries have taken no action to amend the bylaws or charters of Holding or the Subsidiaries since March 24, 1997other organizational documents.

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 Each of the Operating Personnel Disclosure ScheduleTBA, Holding VAB and each of its Subsidiaries Manager is a corporationcorporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of its incorporation. Holding incorporation and each of its Subsidiaries is duly licensed and qualified to conduct do business as a foreign corporation and is in good standing under in the laws jurisdictions specified in Section 3.1 of each jurisdiction the Disclosure Schedule, which are the jurisdictions in which the operation ownership of its properties, the employment of its personnel or the conduct of its business requires that it be so qualified or where a failure to be so qualified would have a material adverse effect on its business, assets, properties, results of operations, condition (financial or otherwise) or prospects or the ownership or leasing ability of its properties makes such licensing or qualification necessary TBA to consummate the transactions contemplated hereby (a "Material Adverse Effect"). Each of TBA, VAB and all such jurisdictions are listed on Section 4.2.3 of the Operating Personnel Disclosure Schedule. Holding and each of its Subsidiaries have all necessary corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and to own and use the properties that it owns and uses. All of the foregoing licenses, permits, and authorizations are in full force and effect and none of the Operating Personnel have received any notice of any event, inquiry, investigation, or proceeding that could result in the suspension, revocation, or limitation of any such licenses, permits, or authorizations and, to the Knowledge of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 of the Operating Personnel Disclosure Schedule lists the directors and officers of Holding and each of its Subsidiaries. The Operating Personnel have Manager has delivered to Mity-Lite correct Vail true, accurate and complete copies of its charter and bylaws which reflect all amendments made thereto at any minutes time prior to the date of this Agreement. The minute books containing the records of meetings of the Board shareholders and Boards of Directors of each of TBA, VAB and shareholders of Holding Manager and its Subsidiaries in the Operating Personnels' possession as well as any stock certificate books, books and the stock record books of Holding and each of its Subsidiaries TBA, VAB and Manager are complete and correct in their possessionall material respects. The Operating Personnel stock record books of VAB and Manager and the shareholder list of VAB and Manager are complete and correct in all respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of capital stock of VAB and Manager and all other outstanding securities issued by VAB and Manager. All material corporate actions taken by each of TBA, VAB and Manager since formation have not prepared been duly authorized and/or subsequently ratified as necessary. None of TBA, VAB or maintained any of the corporate records, stock books or minutes of Holding. To the Knowledge of the Operating Personnel, neither Holding nor any of its Subsidiaries Manager is in default under or in violation of any provision of its charter or bylaws. To None of TBA, VAB or Manager is in default or in violation of any material restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. The books of account of VAB and Manager are complete and correct in all material respects and there have been no material transactions involving the Knowledge business of VAB and Manager which properly should have been set forth in those books and which are not accurately so set forth. No consent of any person or entity is or will be required for TBA to sell the Stock to Vail pursuant to this Agreement which consent has not been obtained and set forth in Section 3.1 of the Operating Personnel, all corporate actions taken by Holding and each of its Subsidiaries have been duly authorized or ratified. The Majority Shareholders and the Shareholders of Holding's Subsidiaries have taken no action to amend the bylaws or charters of Holding or the Subsidiaries since March 24, 1997Disclosure Schedule.

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 of the Operating Personnel Disclosure Schedule, Holding and each of its Subsidiaries DSI is a corporationcorporation ----------------------------------------------- duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of its incorporationTexas. Holding DSI (HK) Limited and each of its Subsidiaries is Magnifair Holdings Limited (collectively, the "Subsidiaries") are both corporations duly licensed organized, validly existing and qualified to conduct business and is ------------ in good standing under the laws of Companies Ordinance of Hong Kong. Each of DSI and each jurisdiction of the Subsidiaries is duly qualified to do business as a foreign corporation and each is in good standing in the jurisdictions specified in Section 3.1 of the Disclosure Schedule, which are all the jurisdictions in which the operation ownership of its business their respective properties, the employment of their respective personnel or the ownership conduct of their respective businesses requires that they be so qualified except where a failure to be so qualified or leasing licensed would not have a material adverse effect on their respective financial condition, results of its properties makes operations or business. In the event of a breach of this representation and warranty Xxxx shall not be liable either directly or indirectly for any costs or registration fees for such licensing qualification but DSI and Xxxx shall be liable for any other losses or qualification necessary damages incurred by Buyer as a result of such breach to the extent, if any, hereinafter provided. Each of DSI and all such jurisdictions are listed on Section 4.2.3 of the Operating Personnel Disclosure Schedule. Holding and each of its Subsidiaries have all necessary has full corporate power and authority and all licensesauthorizations, permits, licenses and authorizations permits necessary to carry on the businesses business in which it is engaged and or in which it proposes presently proposes to engage and to own and use the properties that it owns owned and usesused by it. All Each of the foregoing licenses, permits, DSI and authorizations are in full force and effect and none of the Operating Personnel have received any notice of any event, inquiry, investigation, or proceeding that could result in the suspension, revocation, or limitation of any such licenses, permits, or authorizations and, to the Knowledge of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 of the Operating Personnel Disclosure Schedule lists the directors and officers of Holding and each of its Subsidiaries. The Operating Personnel have Subsidiaries has delivered to Mity-Lite correct Buyer true, accurate and complete copies of its articles of incorporation or other charter document and bylaws which reflect all amendments made thereto at any minutes time prior to the date of this Agreement. The minute books containing the records of meetings of the shareholders and Board of Directors of DSI and shareholders its Subsidiaries, and the stock certificate books of Holding DSI and its Subsidiaries are complete and correct in the Operating Personnels' possession as well as any stock certificate books, and all material respects. The stock record books of Holding DSI and each of its Subsidiaries in their possession. The Operating Personnel have not prepared or maintained any and the shareholder lists of the corporate records, stock books or minutes of Holding. To the Knowledge of the Operating Personnel, neither Holding nor any of DSI and its Subsidiaries is which have previously furnished to Buyer are complete and correct in default under all respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of DSI's capital stock and all other outstanding securities issued by DSI or in violation of any provision of its charter or bylawsSubsidiaries. To the Knowledge of the Operating Personnel, all All material corporate actions taken by Holding and each DSI or the Subsidiaries since their respective incorporation other than in the Ordinary Course of its Subsidiaries Business have been duly authorized or ratified. The Majority Shareholders and and/or subsequently ratified as necessary; provided, however, in the Shareholders of Holding's Subsidiaries have taken no action to amend the bylaws or charters of Holding or the Subsidiaries since March 24event DSI subsequently determines additional corporate actions are necessary, 1997.Xxxx shall not be liable for any legal fees incurred by DSI in documenting such

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 To the knowledge of the Operating Personnel Disclosure ScheduleSellers, Holding and each of its Subsidiaries RSSW is a corporationcorporation duly incorporated, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation. Holding and each Delaware, and, to the knowledge of its Subsidiaries is duly licensed and qualified to conduct business and is in good standing under the laws of each jurisdiction in which the operation of its business or the ownership or leasing of its properties makes such licensing or qualification necessary Sellers, has all corporate powers and all such jurisdictions are listed on Section 4.2.3 of the Operating Personnel Disclosure Schedule. Holding and each of its Subsidiaries have all necessary corporate power and authority and all material governmental licenses, authorizations, licenses, permits, consents and authorizations necessary approvals (collectively, "Governmental Authorizations") required to carry on the businesses business in which it is engaged and in which it presently proposes to engage and to own and use the properties that it owns owned and usesused by it, except such Governmental Authorizations the absence of which would not have a Material Adverse Effect (as hereinafter defined). All Sellers have delivered to Purchaser true and complete copies of the foregoing licensescertificate of Incorporation and Bylaws, permitseach of which reflect all amendments made thereto at any time prior to the date of this Agreement. To the knowledge of Sellers, RSSW is duly qualified to do business as a foreign corporation and authorizations are is in full force and effect and none good standing in each jurisdiction where the character of the Operating Personnel property owned or leased by it, the employment of its employees or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have received any notice a Material Adverse Effect on RSSW. To the knowledge of any eventSellers, inquiry, investigation, or proceeding that could result the stock record books of RSSW and the stock shareholder lists of RSSW (copies of which Sellers have previously furnished to Purchaser) are complete and correct in all respects and accurately reflect the suspension, revocation, or limitation of any such licenses, permits, or authorizations record ownership and, to the Knowledge knowledge of Sellers, the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 beneficial ownership of all the Operating Personnel Disclosure Schedule lists the directors outstanding shares of RSSW's capital stock and officers of Holding and each of its Subsidiaries. The Operating Personnel have delivered to Mity-Lite correct and complete copies of any minutes of the Board of Directors and shareholders of Holding and its Subsidiaries in the Operating Personnels' possession as well as any stock certificate books, and stock record books of Holding and each of its Subsidiaries in their possession. The Operating Personnel have not prepared or maintained any of the corporate records, stock books or minutes of Holdingall other securities issued by RSSW. To the Knowledge knowledge of the Operating PersonnelSellers, neither Holding nor any of its Subsidiaries RSSW is not in default under or in violation of any provision restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its charter assets is subject except such defaults or bylawsviolations which would not have a Material Adverse Effect on RSSW. To For purposes of this Agreement, a "Material Adverse Effect," with respect to any person or entity (including without limitation RoseStar, any Subsidiary and/or Purchaser), means a material adverse effect on the Knowledge condition (financial or otherwise), business, properties, assets, liabilities (including contingent liabilities), results of the Operating Personnel, all corporate actions taken by Holding and each operations or prospects of its Subsidiaries have been duly authorized such person or ratified. The Majority Shareholders entity and the Shareholders affiliated companies and subsidiaries and/or parent corporation and/or corporations of Holding's Subsidiaries have such person or entity under the same ownership, taken no action to amend the bylaws as a whole; and "Material Adverse Change" means a change or charters of Holding a development which has resulted or the Subsidiaries since March 24, 1997will result in a Material Adverse Effect.

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 of the Operating Personnel Disclosure Schedule, Holding and each of its Subsidiaries TeleChem is a corporationcorporation duly organized, validly existing, and in good standing under the laws of the jurisdiction Delaware. Each of TeleChem and its incorporation. Holding and each of its Subsidiaries subsidiaries is duly licensed and qualified authorized to conduct business and is in good standing under the laws of each jurisdiction in which the operation where such qualification is required. Each of TeleChem and its business or the ownership or leasing of its properties makes such licensing or qualification necessary and all such jurisdictions are listed on Section 4.2.3 of the Operating Personnel Disclosure Schedule. Holding and each of its Subsidiaries have all necessary subsidiaries has full corporate power and authority and all licenses, permits, permits and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and engaged, to own and use the properties that owned and used by it owns and usesto execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. All Section 3.01 of the foregoing licenses, permits, and authorizations are in full force and effect and none of the Operating Personnel have received any notice of any event, inquiry, investigation, or proceeding that could result in the suspension, revocation, or limitation of any such licenses, permits, or authorizations and, to the Knowledge of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 of the Operating Personnel TeleChem Disclosure Schedule lists the directors and officers of Holding TeleChem and its subsidiaries. Except as set forth on Section 3.01 of the TeleChem Disclosure Schedule, each of TeleChem and its Subsidiariessubsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The Operating Personnel have delivered execution and delivery of this Agreement and the other agreements, documents and instruments executed in connection herewith to Mity-Lite correct which TeleChem is a party and complete copies of any minutes the consummation by TeleChem of the Board transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Directors TeleChem are necessary to authorize this Agreement or such other agreements, documents and shareholders instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of Holding the Delaware Articles of Merger with the Delaware Secretary as required by Delaware Law). The Agreement and its Subsidiaries the other agreements, documents and instruments executed in connection herewith to which TeleChem is a party has been duly and validly executed and delivered by TeleChem and constitute a legal, valid and binding obligation of TeleChem, enforceable against TeleChem in accordance with their respective terms. The minute books (containing the Operating Personnels' possession as well as records of meetings of the Stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of Holding and each of TeleChem and its Subsidiaries in their possessionsubsidiaries are correct and complete. The Operating Personnel have not prepared or maintained any None of the corporate records, stock books or minutes of Holding. To the Knowledge of the Operating Personnel, neither Holding nor any of TeleChem and its Subsidiaries subsidiaries is in default under or in violation of any provision of its charter or bylaws. To the Knowledge of the Operating Personnel, all corporate actions taken by Holding and each of its Subsidiaries have been duly authorized or ratified. The Majority Shareholders and the Shareholders of Holding's Subsidiaries have taken no action to amend the bylaws or charters of Holding or the Subsidiaries since March 24, 1997.

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 of the Operating Personnel Disclosure Schedule, Holding and each of its Subsidiaries The Company is a corporationcorporation duly organized, validly existing, existing and in good standing under the laws of the Province of Ontario. The Company has the corporate power and authority to carry on its business as now being conducted and to own and lease its properties, and is duly registered, licensed or qualified as an extra-provincial or foreign corporation, and is in good standing in, all the jurisdictions wherein the Company is required to so qualify by reason of the nature of its business or its ownership or leasing of property. The Company has supplied Buyer complete and correct copies of the Company’s Certificate and Articles of Continuance and By-Laws and all amendments thereto. Attached hereto as Schedule 5 (a) is a correct and complete list of each Subsidiary (as defined below) of the Company, showing, as to each Subsidiary, its name, the jurisdiction and date of its incorporation. Holding and each , the jurisdictions in which it is qualified to do business, the number of shares of its Subsidiaries stock of each class authorized and the number thereof outstanding, and the number of such outstanding shares owned by the Company. Each Subsidiary is a corporation duly licensed organized, validly existing and qualified to conduct business and is in good standing under the laws of each its jurisdiction of incorporation. Each Subsidiary has the corporate power and authority to carry on its business as now being conducted and to own and lease its properties and is duly qualified to do business as a foreign corporation and is in which good standing in every jurisdiction where it is required to so qualify by reason of the operation nature of its business or the its ownership or leasing of its properties makes such licensing property. There do not exist any warrants, options or qualification necessary and all such jurisdictions are listed on Section 4.2.3 other rights outstanding for the issue or purchase of the Operating Personnel Disclosure Schedule. Holding and each shares of its Subsidiaries have all necessary corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and to own and use the properties that it owns and uses. All of the foregoing licenses, permits, and authorizations are in full force and effect and none of the Operating Personnel have received any notice capital stock or other securities of any event, inquiry, investigationSubsidiary, or proceeding that could result in the suspension, revocation, any securities convertible into or limitation exchangeable for shares of capital stock or other securities of any such licenses, permits, or authorizations and, to the Knowledge of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 of the Operating Personnel Disclosure Schedule lists the directors and officers of Holding and each of its SubsidiariesSubsidiary. The Operating Personnel have delivered to Mity-Lite correct capital stock of each Subsidiary is owned by the Company free and complete copies clear of all Claims. For purposes of this Agreement, “Subsidiary” shall mean any minutes corporation or entity a majority of whose outstanding shares of capital stock (other than directors' or other qualifying shares) or other ownership interests, at the Board time as of Directors and shareholders of Holding and its Subsidiaries in which any determination is being made, shall be owned by the Operating Personnels' possession as well as any stock certificate books, and stock record books of Holding and each of its Subsidiaries in their possession. The Operating Personnel have not prepared Company either directly or maintained any of the corporate records, stock books or minutes of Holding. To the Knowledge of the Operating Personnel, neither Holding nor any of its Subsidiaries is in default under or in violation of any provision of its charter or bylaws. To the Knowledge of the Operating Personnel, all corporate actions taken by Holding and each of its Subsidiaries have been duly authorized or ratified. The Majority Shareholders and the Shareholders of Holding's Subsidiaries have taken no action to amend the bylaws or charters of Holding or the Subsidiaries since March 24, 1997indirectly.

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 Each of the Operating Personnel Disclosure Schedule, Holding Zydeco and each of its Subsidiaries is a corporationcorporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Holding Each of Zydeco and each of its Subsidiaries is duly licensed and qualified authorized to conduct business and is in good standing under the laws of each jurisdiction in which the operation where such qualification is required. Each of its business or the ownership or leasing of its properties makes such licensing or qualification necessary Zydeco and all such jurisdictions are listed on Section 4.2.3 of the Operating Personnel Disclosure Schedule. Holding and each of its Subsidiaries have all necessary has full corporate power and authority and all licenses, permits, permits and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and engaged, to own and use the properties that owned and used by it owns and usesto execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. All Section 4.01 of the foregoing licenses, permits, and authorizations are in full force and effect and none of the Operating Personnel have received any notice of any event, inquiry, investigation, or proceeding that could result in the suspension, revocation, or limitation of any such licenses, permits, or authorizations and, to the Knowledge of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 of the Operating Personnel Zydeco Disclosure Schedule lists the directors and officers of Holding Zydeco and each of its Subsidiaries. The Operating Personnel have delivered to Mity-Lite correct and complete copies of any minutes Except as set forth on Section 4.01 of the Board Zydeco Disclosure Schedule, each of Directors and shareholders of Holding Zydeco and its Subsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The execution and delivery of this Agreement by Zydeco and the Operating Personnels' possession other agreements, documents and instruments executed in connection herewith to which Zydeco is a party and the consummation by Zydeco of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Zydeco are necessary to authorize this Agreement or such other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as well as required by Texas Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which Zydeco is a party has been duly and validly executed and delivered by Zydeco and constitute a legal, valid and binding obligation of Zydeco, enforceable against Zydeco in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of Holding and each of Zydeco and its Subsidiaries in their possessionare correct and complete. The Operating Personnel have not prepared or maintained any None of the corporate records, stock books or minutes of Holding. To the Knowledge of the Operating Personnel, neither Holding nor any of Zydeco and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws. To the Knowledge of the Operating Personnel, all corporate actions taken by Holding and each of its Subsidiaries have been duly authorized or ratified. The Majority Shareholders and the Shareholders of Holding's Subsidiaries have taken no action to amend the bylaws or charters of Holding or the Subsidiaries since March 24, 1997.

Organization, Qualification and Corporate Power. Except as set forth in Section 4.2.3 Each of the Operating Personnel Disclosure Schedule, Holding Integrated Media and each of its Subsidiaries subsidiaries is a corporationcorporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Holding Each of Integrated Media and each of its Subsidiaries subsidiaries is duly licensed and qualified authorized to conduct business and is in good standing under the laws of each jurisdiction in which the operation where such qualification is required. Each of Integrated Media and its business or the ownership or leasing of its properties makes such licensing or qualification necessary and all such jurisdictions are listed on Section 4.2.3 of the Operating Personnel Disclosure Schedule. Holding and each of its Subsidiaries have all necessary subsidiaries has full corporate power and authority and all licenses, permits, permits and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and engaged, to own and use the properties that owned and used by it owns and usesto execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. All Section 4.01 of the foregoing licenses, permits, and authorizations are in full force and effect and none of the Operating Personnel have received any notice of any event, inquiry, investigation, or proceeding that could result in the suspension, revocation, or limitation of any such licenses, permits, or authorizations and, to the Knowledge of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 of the Operating Personnel Integrated Media Disclosure Schedule lists the directors and officers of Holding Integrated Media and its subsidiaries. Except as set forth on Section 4.01 of the Integrated Media Disclosure Schedule, each of Integrated Media and its Subsidiariessubsidiaries does not have and never has had any equity or ownership interests in any corporation, partnership, joint venture, limited liability company or other legal entity. The Operating Personnel have delivered execution and delivery of this Agreement by Integrated Media and the other agreements, documents and instruments executed in connection herewith to Mity-Lite correct which Integrated Media is a party and complete copies of any minutes the consummation by Integrated Media of the Board transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Directors Integrated Media are necessary to authorize this Agreement or such other agreements, documents and shareholders instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of Holding the Nevada Articles of Merger with the Nevada Secretary as required by Nevada Law). The Agreement and its Subsidiaries the other agreements, documents and instruments executed in connection herewith to which Integrated Media is a party has been duly and validly executed and delivered by Integrated Media and constitute a legal, valid and binding obligation of Integrated Media, enforceable against Integrated Media in accordance with their respective terms. The minute books (containing the Operating Personnels' possession as well as records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of Holding and each of Integrated Media and its Subsidiaries in their possessionsubsidiaries are correct and complete. The Operating Personnel have not prepared or maintained any None of the corporate records, stock books or minutes of Holding. To the Knowledge of the Operating Personnel, neither Holding nor any of Integrated Media and its Subsidiaries subsidiaries is in default under or in violation of any provision of its charter or bylaws. To the Knowledge of the Operating Personnel, all corporate actions taken by Holding and each of its Subsidiaries have been duly authorized or ratified. The Majority Shareholders and the Shareholders of Holding's Subsidiaries have taken no action to amend the bylaws or charters of Holding or the Subsidiaries since March 24, 1997.