Common use of Organization, Standing and Power Clause in Contracts

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to enable it to own, lease or otherwise hold its properties and operate its properties, assets and to carry on its business as now being presently conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full corporate power and corporate authority to (i) own, lease and operate its their properties, to (ii) carry on its their business as now being conductedcurrently conducted by them and (iii) execute and deliver, and perform under this Agreement and each other agreement and instrument to enter into this Agreement, to perform its obligations hereunder be executed and to consummate the transactions contemplated herebydelivered by them pursuant hereto.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Purchaser has all requisite the corporate power to own its properties and authority to own, lease and operate its properties, to carry on its business as now being conductedconducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, to enter into this Agreementassets, to perform its obligations hereunder and financial condition, or results of operations of the Purchaser or the ability of the Purchaser to consummate the transactions contemplated herebyhereby and by each of the Related Agreements.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Purchaser has all requisite corporate the power and authority of a corporation to own, lease own and operate its properties, to carry on its business businesses as now being conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions execute, deliver and perform this Agreement and all other agreements, documents and instruments contemplated hereby.

Organization, Standing and Power. The (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite corporate power and authority necessary to own, lease or otherwise hold its properties and operate its properties, assets and to carry on conduct its business as now being currently conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all the requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted, . Purchaser is duly licensed or qualified to enter into this Agreement, do business in the jurisdictions where it is required to perform its obligations hereunder and to consummate the transactions contemplated herebybe so qualified or licensed.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, operate and lease its properties and operate its properties, to carry on its business as now being conducted. [The Purchaser is duly qualified to transact business and is in good standing in the states of Ohio and Texas and in each jurisdiction in which the failure to so qualify would have a material adverse effect on its respective financial condition, to enter into this Agreementbusiness, to perform its obligations hereunder and to consummate the transactions contemplated hereby.operations or properties. ]

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyDelaware.

Organization, Standing and Power. The Purchaser is a corporation duly organizedcorporation, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate limited liability company power and authority to own, lease and operate its properties, to properties and carry on its business as now being conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebybusiness.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Purchaser has all requisite necessary corporate power and authority authority: (a) to own, lease and operate its properties, to carry on conduct its business as now in the manner in which its business is currently being conducted, ; (b) to enter into this Agreement, own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its obligations hereunder and to consummate the transactions contemplated hereby.under all Contracts by which

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite full corporate power and authority to own, lease and operate its properties, properties and to carry on its business as now being conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The (a) Purchaser is a corporation limited partnership duly organized, validly existing existing, and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite corporate full power and authority to own, lease and operate its properties, properties and to carry on its business as now being it has been and is presently conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware. The Purchaser has the State of Delaware and has all requisite corporate power to own its properties and authority to own, lease and operate its properties, to carry on its business as now being conducted, conducted and is duly qualified or licensed to enter into this Agreement, do business and is in good standing in each jurisdiction in which the failure to perform its obligations hereunder and be so qualified or licensed would have a material adverse effect on the Purchaser or on the ability of the Purchaser to consummate the Acquisition and the other transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite corporate right, power and authority to ownexecute, lease deliver and operate its properties, to carry on its business as now being conducted, to enter into perform this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate necessary power and authority authority: (i) to own, lease and operate its properties, to carry on conduct its business as now in the manner in which its business is currently being conducted, ; (ii) to enter into this Agreement, own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations hereunder and to consummate the transactions contemplated herebyunder all Contracts by which it is bound.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Purchaser has all requisite corporate power and authority to own, lease and operate its properties, properties and to carry on its business as now being conducted, and to enter into this Agreementexecute, to deliver and perform its obligations hereunder under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite corporate full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease and operate or otherwise hold its properties, assets and rights and to carry on conduct its business businesses as now being presently conducted, other than such franchises, licenses, permits, authorizations and approvals, the lack of which would not reasonably be expected to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyhave a Purchaser Material Adverse Effect.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted. Purchaser is duly qualified as a foreign corporation and is in good standing in the State of New York. All of the equity interests of Purchaser are owned, to enter into this Agreementdirectly or indirectly, to perform its obligations hereunder and to consummate the transactions contemplated herebyby Swedish Match.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite the corporate power to own its properties and authority to own, lease and operate its properties, to carry on its business as now being currently conducted and as currently contemplated to be conducted. Purchaser is duly qualified or licensed to do business and is in good standing as a foreign or licensed corporation in each jurisdiction in which it conducts its business, except where the failure to enter into this Agreement, so qualify or be licensed would not reasonably be expected to perform its obligations hereunder and to consummate the transactions contemplated herebyhave a Material Adverse Effect on Purchaser.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and Delaware. Purchaser has all requisite the corporate power to own its properties and authority to own, lease and operate its properties, to carry on its business as now being conducted, conducted and as proposed to enter into this Agreement, be conducted and is duly qualified to perform do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect on Purchaser. Purchaser is not in violation of any of the provisions of its obligations hereunder Amended and to consummate the transactions contemplated herebyRestated Certificate of Incorporation or Bylaws or equivalent organizational documents.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite corporate power and authority to own, lease and operate its properties, respective properties and to carry on its respective business as now being conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite power and authority to own, operate and lease its properties and to carry on its business as now being conducted. Parent is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate power and authority to own, operate and lease its properties and operate its properties, to carry on its business as now being conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and Delaware. Purchaser has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite corporate power and authority to own, lease and operate its properties, the Purchased Assets and to carry on its business as now being conducted, the Business after the transactions contemplated hereby. Purchaser has the full power and authority to enter into this Agreement, to Agreement and perform its obligations hereunder and all acts necessary or appropriate to consummate all of the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State state of Delaware and has all requisite corporate power and authority to own, lease and operate its properties, properties and to carry on its business as now being conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware Delaware, and is duly qualified and in good standing as a foreign corporation in the jurisdictions where the ownership of its assets or the conduct of its business requires such qualification (except where the failure to be so qualified would not have a material adverse effect on Purchaser and its subsidiaries taken as whole). Purchaser has all requisite the full corporate power to own its properties and authority to own, lease assets and operate its properties, to carry on its business as now being conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation corporation, duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to own, lease or otherwise hold its properties and operate its properties, assets and to carry on conduct its business as now being presently conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate right, power and authority to ownexecute, lease deliver and operate its properties, to carry on its business as now being conducted, to enter into perform this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Purchaser has the State of Delaware corporate or company power to own its properties and has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted, conducted and as proposed to enter into this Agreement, be conducted and is duly qualified to perform its obligations hereunder do business and is in good standing in each jurisdiction in which the failure to consummate the transactions contemplated hereby.be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect on Purchaser. 5.2

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Purchaser has all requisite the corporate power to own its properties and authority to own, lease and operate its properties, to carry on its business as now being conducted, conducted and is duly qualified or licensed to enter into this Agreement, do business and is in good standing in each jurisdiction in which the failure to perform its obligations hereunder and be so qualified or licensed would have a material adverse effect on the Purchaser or on the ability of the Purchaser to consummate the Acquisition and the other transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Purchaser has all requisite full corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted, to enter into this AgreementAgreement and the Related Agreements to which it is, to perform its obligations hereunder or at the Closing will be, a party and to consummate the transactions contemplated herebyby this Agreement and each of the Related Agreements to which it is, or at the Closing will be, a party.

Organization, Standing and Power. The Purchaser is a corporation -------------------------------- duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyDelaware. Purchaser is a wholly-owned subsidiary of Parent.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite the corporate power to own its properties and authority to own, lease and operate its properties, to carry on its business as now being conductedconducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed would have a material adverse effect on the business, to enter into this Agreementassets (including intangible assets), to perform its obligations hereunder and to consummate the transactions contemplated herebycondition (financial or otherwise), results of operations or capitalization of Purchaser (a "Purchaser Material Adverse Effect").

Organization, Standing and Power. The Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite the corporate power to own its properties and authority to own, lease and operate its properties, to carry on its business as now being conductedconducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, to enter into this Agreementassets, to perform its obligations hereunder and financial condition, or results of operations of Purchaser or the ability of Purchaser to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite the corporate power to own its properties and authority to own, lease and operate its properties, to carry on its business as now being conducted, conducted and is duly qualified to enter into this Agreement, to perform its obligations hereunder do business and to consummate the transactions contemplated hereby.is in good standing as a foreign corporation in

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate power and authority necessary to own, own or lease all of its properties and operate its properties, to carry on its business as it is now being conducted, to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Purchaser has all requisite the corporate power to own its properties and authority to own, lease and operate its properties, to carry on its business as now being conducted, conducted and is duly qualified or licensed to enter into this Agreement, do business and is in good standing in each jurisdiction in which the failure to perform its obligations hereunder and be so qualified or licensed would have a material adverse effect on the ability of the Purchaser to consummate the Acquisition and the other transactions contemplated hereby.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite the corporate power to own its properties and authority to own, lease and operate its properties, to carry on its business as now being conducted, conducted and as proposed to enter into this Agreement, be conducted and is duly qualified to perform its obligations hereunder do business and is in good standing in each jurisdiction in which the failure to consummate the transactions contemplated herebybe so qualified and in good standing would have a Material Adverse Effect on Purchaser.

Organization, Standing and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted, to enter into this Agreement, to perform its obligations hereunder conducted and to consummate execute, deliver and perform this Agreement and all writings relating hereto. Purchaser owns no debt or equity instruments of another Entity (other than the transactions contemplated herebyBridge Loan to Asia Online Inc.). Purchaser is not required to be qualified to do business as a foreign corporation in any foreign jurisdiction.