Audiovox 2012 Annual Report Download - page 238

  
SinceFebruary 28, 2011 (and, in addition, after delivery of annual audited financial statements in accordance with
Section 5.1(a), from the date of the most recently delivered annual audited financial statements), there has been no development or
event which has had or could reasonably be expected to have a Material Adverse Effect.
  
Each of the Credit Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, organization or formation, (b) has the requisite power and authority and the legal right to own and operate all its property,
to lease the property it operates as lessee and to conduct the business in which it is currently engaged and has taken all actions necessary
to maintain all rights, privileges, licenses and franchises necessary or required in the normal conduct of its business, (c) is duly qualified
to conduct business and in good standing under the laws of (i) the jurisdiction of its organization or formation and (ii) each other
jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the
extent that the failure to so qualify or be in good standing in any such other jurisdiction could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, organizational
documents, government permits and government licenses except to the extent such non-compliance could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 3.3 as of the Closing Date, or as of the last
date such Schedule was required to be updated in accordance with Section 5.2, is the following information for each Credit Party: the
exact legal name and any former legal names of such Credit Party in the four (4) months prior to the Closing Date, the state of
incorporation or organization, the type of organization, the jurisdictions in which such Credit Party is qualified to do business, the chief
executive office, the principal place of business, the business phone number, the organization identification number, the federal tax
identification number and ownership information (e.g. publicly held, if private or partnership, the owners and partners of each of the
Credit Parties).
  
Each of the Credit Parties has full power and authority and the legal right to make, deliver and perform the Credit Documents to
which it is party and has taken all necessary limited liability company, partnership or corporate action to authorize the execution, delivery
and performance by it of the Credit Documents to which it is party. Each Credit Document to which it is a party has been duly executed
and delivered on behalf of each Credit Party. Each Credit Document to which it is a party constitutes a legal, valid and binding obligation
of each Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
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