Common use of Organization and Standing; Power and Authority Clause in Contracts

Organization and Standing; Power and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Seller has full corporate power and authority to own or lease, as applicable, the Acquired Assets, to carry on the Business as now being conducted, and, subject to the Bankruptcy Court approvals contemplated by Sections 7.1(a) and (b), to make and perform this Agreement and, to the extent it is a party thereto, the other agreements and instruments to be delivered at the Closing pursuant to Section 5.2 (collectively, the "Seller Agreements") and to consummate the transactions contemplated by this Agreement and the Seller Agreements. Seller is the only business enterprise, firm or corporation through which the Business is conducted. Seller is qualified to do business and is in good standing in the State of California and each other jurisdiction in which the failure to so qualify as a foreign corporation would have a Seller Material Adverse Effect. This Agreement and the Seller Agreements have been, or upon execution and delivery thereof will be, duly executed and delivered by Seller. This Agreement and the Seller Agreements have been duly authorized by all necessary corporate action of Seller, and when executed and upon approval by the Bankruptcy Court as contemplated by Sections 7.1(a) and (b), shall constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms.

Organization and Standing; Power and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Seller Delaware and has full corporate power and authority to operate the US Delahaye Business, to own or lease, as applicable, lease the Acquired Assets, to carry on the US Delahaye Business as it is now being conducted, and, subject and to the Bankruptcy Court approvals contemplated by Sections 7.1(a) and (b), to make enter into and perform this Agreement and, to and the extent it is a party thereto, the transactions and other agreements and instruments to be delivered at the Closing pursuant to Section 5.2 (collectively, the "Seller Agreements") and to consummate the transactions contemplated by this Agreement and the Seller AgreementsAgreement. Seller is the only business enterprise, firm or corporation through which the US Delahaye Business is conducted, or which owns, leases or uses assets related to the US Delahaye Business. Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing in the State of California and each other jurisdiction in which the ownership or lease of the Acquired Assets or the operation of the US Delahaye Business requires such qualification, except where the failure to so qualify as a foreign corporation obtain such qualification or license to do business would not have a Seller Material Adverse Effectmaterially adverse effect on the US Delahaye Business. This Agreement and each of the Seller Agreements have beenother agreements and instruments executed and delivered, or to be executed and delivered, in connection herewith (collectively, "Transaction Documents") by Seller have been (or, upon execution and delivery thereof thereof, will be, ) duly executed and delivered by Seller. This Agreement and the Seller Agreements have been duly authorized by all necessary corporate action of Sellerby, and when executed and constitute (or, upon approval by the Bankruptcy Court as contemplated by Sections 7.1(aexecution thereof, will constitute) and (b), shall constitute the valid and binding obligations of of, Seller, enforceable in accordance with their respective terms. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the board of directors of Seller.

Organization and Standing; Power and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Seller Delaware, and has full corporate power and authority to operate the Business, to own or lease, as applicable, lease the Acquired Assets, to carry on the Business as now being conducted, and, subject and to the Bankruptcy Court approvals contemplated by Sections 7.1(a) and (b), to make enter into and perform this Agreement and, to and the extent it is a party thereto, the transactions and other agreements and instruments to be delivered at the Closing pursuant to Section 5.2 (collectively, the "Seller Agreements") and to consummate the transactions contemplated by this Agreement Agreement. Except as disclosed on Schedule 5.1(a), Seller has no subsidiary corporations, owns no interest, direct or indirect, in any other business enterprise, firm or corporation, and the Seller Agreements. Seller is the only business enterprise, firm or corporation through which the Business (or any business competing with or similar to the Business) is conducted, or which owns, leases or uses assets related to the Business. Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing in the State of California and each other jurisdiction in which the ownership or lease of the Acquired Assets or the operation of the Business requires such qualification, except where any failure to be so qualify as qualified would not result in a foreign corporation would have a Seller Material Adverse Effect. This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by Seller in connection herewith (collectively, the Seller Agreements “Transaction Documents”) have been, or upon execution and delivery thereof will be, duly executed and delivered by Seller. This Agreement and the Seller Agreements The Transaction Documents have been duly authorized approved by all necessary corporate action the Board of Directors of Seller, and, subject to the approval of the stockholders of Seller in accordance with Delaware law, constitute or will upon execution and when executed and upon approval by the Bankruptcy Court as contemplated by Sections 7.1(a) and (b), shall delivery constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms.

Organization and Standing; Power and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Seller Delaware, and has full corporate power and authority to operate the Business, to own or lease, as applicable, lease the Acquired Assets, to carry on the Business as now being conducted, and, subject and to the Bankruptcy Court approvals contemplated by Sections 7.1(a) and (b), to make enter into and perform this Agreement and, to and the extent it is a party thereto, the transactions and other agreements and instruments to be delivered at the Closing pursuant to Section 5.2 (collectively, the "Seller Agreements") and to consummate the transactions contemplated by this Agreement Agreement. Except as disclosed on the Schedule entitled "Affiliate Companies," Seller has no Subsidiary corporations, owns no interest, direct or indirect, in any other business enterprise, firm or corporation, and the Seller Agreements. Seller is the only business enterprise, firm or corporation through which the Business (or any business competing with or similar to the Business) is conducted, or which owns, leases or uses assets related to the Business. Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing in the State of California and each other jurisdiction in which the failure to so qualify as a foreign corporation would have a Seller Material Adverse Effectownership or lease of the Acquired Assets or the operation of the Business requires such qualification. This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by Seller in connection herewith (collectively, the Seller Agreements "Transaction Documents") have been, or upon execution and delivery thereof will be, duly executed and delivered by Seller. This Agreement and the Seller Agreements transactions and other agreements and instruments contemplated hereby have been duly authorized approved by all necessary corporate action of Seller, and when executed and upon approval by the Bankruptcy Court as contemplated by Sections 7.1(a) and (b), shall constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms.

Organization and Standing; Power and Authority. Seller L-P is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of CaliforniaDelaware. Seller L-P has full corporate power and authority to operate the Weather-Seal Business, to own or lease, as applicable, lease the Acquired Assets, to carry on the Weather-Seal Business as now being conducted, and, subject and to the Bankruptcy Court approvals contemplated by Sections 7.1(a) and (b), to make enter into and perform this Agreement and, to the extent it is a party theretoAgreement, the transactions and other agreements and instruments to be delivered at the Closing pursuant to Section 5.2 (collectively, the "Seller Agreements") and to consummate the transactions contemplated by this Agreement and Agreement. SCHEDULE 5.1.1 lists all of the Seller Agreements. Seller is the only business enterprise, firm or corporation through jurisdictions in which the ownership or lease of the Acquired Assets or the operation of the Weather-Seal Business is conducted. Seller is requires L-P to be qualified or licensed to do business as a foreign corporation, and L-P is duly qualified or licensed to do business as a foreign corporation and is in good standing in the State of California and each other such jurisdiction in which except where the failure to be so qualify as qualified or licensed would not reasonably be expected to result in a foreign corporation would have a Seller Material Adverse EffectChange (as defined in SUBSECTION 11.10.6). This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by L-P in connection herewith (collectively, the Seller Agreements "TRANSACTION DOCUMENTS") have been, or upon execution and delivery thereof will be, duly and validly executed and delivered by Seller. L-P. This Agreement and the Seller Agreements Transaction Documents have been duly and validly authorized by all necessary corporate action in respect thereof on the part of SellerL-P and constitute legal, and when executed and upon approval by the Bankruptcy Court as contemplated by Sections 7.1(a) and (b), shall constitute the valid and binding obligations of SellerL-P, enforceable against L-P in accordance with their respective terms, except to the extent that enforcement thereof is affected by Laws pertaining to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies.