The Seller is a corporation, duly formed and validly existing under the laws of Arizona and has all requisite power and authority to own, lease and operate its properties and to carry on the Business as currently conducted. The Seller is duly qualified or registered as a foreign corporation to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration. The Seller has heretofore provided (or made available) to the Purchaser correct and complete copies of Seller’s articles of incorporation, bylaws and shareholders agreement, each as currently in effect, and the corporate record books with respect to actions taken during the prior five (5) years by its board of directors and shareholders. Schedule 4.1 contains a true, correct and complete list of the jurisdictions in which the Seller is qualified or registered to do business as a foreign corporation. The Seller formed Tea Packers as a wholly owned subsidiary in 2005, but Tea Packers has never conducted business, held any assets or entered into any Contracts or arrangements with any Person since its formation. Tea Packers has remained an inactive shell entity throughout its existence. The Seller intends to dissolve Tea Packers shortly following the Closing.