Common use of Organization of Seller Clause in Contracts

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted.

Organization of Seller. The Seller is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and has full corporate power and authority to own or lease conduct the Business as it is presently being conducted and to operate own and use lease its properties and assets assets. The Seller is duly qualified to do business and to carry on is in good standing as a foreign corporation in each jurisdiction where the nature of its business as now conductedor its ownership of property makes such qualification necessary and where the failure so to qualify would have a Material Adverse Effect.

Organization of Seller. Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has full the requisite corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conductedbeing conducted and to own and use the properties and assets owned and used by it.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has full corporate all requisite partnership power and authority to own or lease and to own, operate and use lease its properties and assets and to carry on its business as now conducted.

Organization of Seller. Seller is a corporation duly organized, validly existing formed and in good standing under the laws of the State of Delaware and has full the requisite corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full the requisite corporate power and authority to own or own, lease and to operate its assets and use its properties and assets and to carry on its business as it is now being conducted.

Organization of Seller. Seller is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own or lease carry on the Business as it is now being conducted and to operate and use its properties and assets and own the Seller Assets. Seller is duly qualified or licensed to carry on its do business as now conducteda foreign corporation in good standing in every jurisdiction in which the ownership of the Seller Assets or the conduct of the Business requires such qualification, except where the failure to so qualify or be licensed would not have a material adverse effect on the business or financial condition of the Business.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. Seller is duly qualified to transact business as a foreign corporation and is in good standing in each of the jurisdictions in which the ownership or leasing of the Purchased Assets or the conduct of the Business requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Seller has full corporate power and authority to own or lease and to operate and use its properties and assets the Purchased Assets and to carry on its business the Business as now conducted.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of Delaware Pennsylvania and has full corporate all requisite power and authority to own or own, lease and to operate and use its properties and assets as now owned, leased and operated and to carry on its business as now being conducted.

Organization of Seller. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conductedDelaware.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full the corporate power and authority to own or lease and to operate and use its properties and assets property and to carry on its business as now being conducted and as proposed to be conducted.

Organization of Seller. Seller is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and it has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on conduct its business as now conductedit is presently being conducted and to own and sell the Property.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conductedDelaware.

Organization of Seller. Seller is a corporation corporation, duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has full the corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now presently conducted. Seller is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the failure of Seller to be so qualified would have a material adverse effect on the Automotive Filter Companies taken as a whole.

Organization of Seller. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. Seller has full the corporate power and authority to own or own, lease and to operate its assets and use its properties and assets property and to carry on its business as is now being conducted.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has the full corporate power and authority to own or lease enter into this Agreement and the other agreements and instruments referred to operate in this Agreement that Seller is executing and use its properties and assets delivering (the “Seller’s Additional Agreements”), and to carry on its business as now conductedout the transactions contemplated hereby and thereby.

Organization of Seller. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has full corporate with all necessary power and authority to own or lease conduct the Business as it is presently being conducted and to operate own and use lease its properties and assets and to carry on its business as now conductedassets.

Organization of Seller. The Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has full the requisite corporate power and corporate authority to own or lease enter into this Agreement and to operate perform its obligations under this Agreement. The Seller is duly licensed, qualified, or admitted to do business and use its properties and assets and is in good standing in all jurisdictions in which it is required to carry on its be so qualified, licensed or admitted to do business as now conductedby the laws thereof.

Organization of Seller. The Seller is a corporation corporation, duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conductedDelaware.

Organization of Seller. Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Seller has full corporate power and authority to own or lease execute and deliver this Agreement and to operate and use perform its properties and assets obligations hereunder and to carry on its business as now conductedconsummate the transactions contemplated hereby, including without limitation to own, hold, sell and transfer (pursuant to this Agreement) the Interests.

Organization of Seller. Seller (A) is a corporation limited partnership duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware, (B) has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conductedpresently conducted and (C) is duly qualified to do business and is in good standing in every jurisdiction in which the character of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary.

Organization of Seller. (a) Seller is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has full the requisite corporate power and authority to own or lease all of the Assets to be Acquired, to own and to operate and use its properties and assets and the Security Business, to carry on its business as now conducted, to enter into this Agreement and to perform the terms of this Agreement. Seller is qualified as a foreign corporation in all jurisdictions in which it is required to be so qualified.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware and Delaware. Seller has full the corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now currently conducted.

Organization of Seller. Seller is a corporation duly organized, validly existing professional association formed and in good standing existence under the laws of the State of Delaware _______________ and Seller has full corporate the power and authority to own or lease and to operate and use its properties and assets property and to carry on its business as and where such business is now conducted.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full corporate power and authority to own or lease execute and deliver this Agreement and the Operative Agreements to which it is a party and to operate perform its obligations hereunder and use its properties and assets thereunder and to carry on its business as now conductedconsummate the transactions contemplated hereby and thereby, including, without limitation, to sell and transfer the AGII Shares pursuant to this Agreement.

Organization of Seller. Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware. If any Stockholder is a trust, such Stockholder is duly formed and has full corporate power and authority to own or lease and to operate and use validly existing under the laws of the jurisdiction of its properties and assets and to carry on its business as now conductedformation.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Seller has full corporate power and authority to own or lease execute and deliver this Agreement and the Transaction Documents and to operate perform its obligations hereunder and use its properties and assets thereunder and to carry on its business as now conductedconsummate the transactions contemplated hereby and thereby, including without limitation to own, hold, sell and transfer (pursuant to this Agreement) the Shares.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full corporate all requisite power and authority to own and hold the Acquired Assets, to conduct the Business as currently conducted by Seller and is duly licensed, permitted or lease and qualified to operate and use its properties and assets and to carry do business in each jurisdiction listed on its business as now conductedSchedule 4.1.

Organization of Seller. Seller is a corporation duly organized, validly existing existing, and in good standing under the laws Laws of the State of Delaware Delaware. Seller is duly qualified to conduct its business as a foreign entity and is in good standing under the Laws of each jurisdiction where such qualification is required. Seller has full the requisite corporate power and authority necessary to own own, lease, or lease and to operate and use its properties and assets and to carry on its business as now presently conducted.

Organization of Seller. Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority is qualified to own or lease and to operate and use its properties and assets and to carry on its do business as now conducted.a foreign corporation in the States of Illinois and Texas. Seller

Organization of Seller. Seller is a corporation duly organized, incorporated and validly existing under the laws of the State of Delaware, is qualified to do business and is in good standing under the laws of the State of Delaware West Virginia, and has full corporate power and authority to own or lease and to operate and use its properties and assets and right to carry on its business as such is now conductedbeing conducted and to own, operate, lease and sell, as contemplated by this Agreement, the Assets.

Organization of Seller. Seller is duly incorporated and validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power to conduct the Mass-Market Cigar Business as it is presently being conducted and authority to own or and lease and to operate and use its properties and assets and to carry on its business as now conductedassets.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full the corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now being conducted. Seller is duly qualified to do business and is in good standing in each jurisdiction in which failure to be so qualified would have a material adverse effect on the Assets or the Product Line (hereinafter referred to as a "Material Adverse Effect").

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Seller has full corporate power and authority to own or lease execute and deliver this Agreement, the Supplemental Indenture and the Pledge Agreement Amendment and to operate perform its obligations hereunder and use its properties and assets thereunder and to carry on its business as now conductedconsummate the transactions contemplated hereby and thereby, including without limitation to own, hold, sell and transfer the Shares pursuant to this Agreement.

Organization of Seller. Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State state of Delaware and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted.Delaware. 10

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full all requisite corporate power and authority to own or lease and to operate and use its the properties owned and assets used by it and to carry on its business as now currently conducted. Seller is duly qualified or licensed to do business and in good standing in each juris­diction in which the failure to be so qualified or licensed would have a Material Adverse Effect.

Organization of Seller. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and is in good standing under such laws. Seller has full the corporate power and authority to own or own, lease and to operate its assets and use its properties and assets property and to carry on its business as is now being conducted.,

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has full corporate all requisite power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now being conducted.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own or lease carry on the Business as it is now being conducted and to operate own all of the Assets. Seller is duly qualified to do business and use its properties and assets and to carry on its business as now conductedis in good standing in each jurisdiction in which the conduct of the Business or the ownership of the Assets requires such qualification.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full all requisite corporate power and authority to own or lease the Shares and to operate and use its properties and assets and to carry on conduct its business as now conductedit is presently being conducted except where failure to be so organized, existing and in good standing or to have such power and authority would not have a Seller Material Adverse Effect.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full corporate power and authority to own or lease and to operate and use its properties and assets the Equipment and to carry on its business the operations of the Division as now presently conducted.

Organization of Seller. Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified and in good standing as a foreign limited partnership in the States of Indiana, Ohio and Pennsylvania. Seller has full corporate partnership power and authority, or will have full partnership power and authority upon consummation of the transactions contemplated by the Exchange Agreement (the "Exchange Transaction"), to own or lease and to operate and use its properties and assets the Purchased Assets and to carry on its the business of the Stations as now conducted.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full all requisite corporate power and authority to own or lease and to operate and use its the properties owned and assets used by it and to carry on its business as now currently conducted. Seller is duly qualified or licensed to do business and in good standing in each jurisdiction in which the failure to be so qualified or licensed would have a Material Adverse Effect.

Organization of Seller. The Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has full all requisite corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now it is presently being conducted. Furthermore, the Seller has authority to enter into this Agreement, and to carry out and perform the terms and provisions of this Agreement. Seller has no subsidiaries and has no direct or indirect interest (other than as a creditor under accounts receivable), either by way of stock ownership or otherwise, in any other firm, corporation, association, or business enterprise.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. Seller is duly qualified and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business in good standing as now conducteda foreign corporation in each of the jurisdictions where such qualification is required by law.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full the corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now being conducted. Seller is duly qualified to do business and is in good standing in each jurisdiction in which failure to be so qualified would have a material adverse effect on the Assets or Business (hereinafter referred to as a "Material Adverse Effect").

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full corporate power and corporate authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own or lease and to operate and use its properties and assets and to carry on its business as now conductedotherwise hold the Shares.

Organization of Seller. Seller is a corporation duly organized, validly existing organized and in good standing under the laws of the State of Delaware and Delaware. Seller has full all requisite corporate power and authority and all necessary governmental approvals to own or own, lease and to operate and use its properties and assets and to carry on its business as now being conducted. Seller is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased, or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has the full corporate power and authority to own or lease enter into this Agreement and to operate the other agreements and use its properties and assets and to carry on its business as now conducted.instruments referred

Organization of Seller. Seller is a corporation duly organized, ---------------------- validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full corporate all requisite power and authority to own the Acquired Contracts, to conduct the Business as currently conducted by Seller and is duly licensed, permitted or lease and qualified to operate and use its properties and assets and to carry do business in each jurisdiction listed on its business as now conductedSchedule 4.1.

Organization of Seller. Seller is a corporation corporation, duly organized---------------------------- incorporated, validly existing and in good standing under the laws of the State of Delaware and has full the corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now presently conducted. Seller is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the failure of Seller to be so qualified would have a material adverse effect on the Automotive Filter Companies taken as a whole.

Organization of Seller. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conductedDelaware.

Organization of Seller. Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on conduct its business as now conductedconducted and as currently proposed to be conducted and to own, use, license and lease its assets and properties. Seller is in good standing in each jurisdiction in which it is required to be qualified to conduct its business.

Organization of Seller. Seller is a corporation or other entity duly organized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and has full corporate all requisite power and authority to own or lease hold its assets, conduct its activities as currently conducted and to operate execute, deliver and use perform its properties and assets and to carry on its business as now conductedobligations under this Agreement.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has full corporate the requisite power and authority to own or lease all of the Assets to be Acquired, to own and to operate and use its properties and assets and the Business, to carry on its business as businesses now conducted, to enter into this Agreement and to perform the terms of this Agreement and all other documents and agreements to be delivered by Seller in accordance or in connection with this Agreement.

Organization of Seller. Seller is a corporation an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and has full all requisite corporate power and authority to own or lease and to operate and use perform its properties and assets and to carry on its business as now conductedobligations under this Agreement.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate the requisite power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now being conducted. Seller's taxpayer identification number is 00-0000000. There is no pending or, to the knowledge of Seller, threatened proceeding for the dissolution, liquidation, insolvency or rehabilitation of Seller.

Organization of Seller. Seller is a corporation partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full corporate the partnership power and authority to own or own, lease and to operate and use its properties and assets and the Assets, to carry on its Seller's business as now conducted, and to enter into and perform the terms of this Agreement, and the transactions contemplated hereby.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, with full power and authority to enter into this Agreement and to perform its obligations hereunder. Seller has full corporate power and authority to own or lease and to operate and use its properties and assets the Purchased Assets and to carry on its business the Business as now conducted.

Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. Seller has delivered to Buyer complete and has full corporate power correct copies of the certificate of incorporation and authority to own or lease and to operate and use its properties and assets and to carry on its business by-laws of Seller, as now conductedcurrently in effect.

Organization of Seller. Seller is a corporation an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller is in good standing in each of the jurisdictions in which the ownership or leasing of its properties or the conduct of its businesses requires such qualification, except where failure to so qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect. Seller has full corporate or similar power and authority to own or lease and to operate and use its properties and assets the Purchased Assets and to carry on its business the Business as now conducted.

Organization of Seller. Seller is a corporation duly organized, validly ---------------------- existing and in good standing under the laws of the State of Delaware Delaware. Seller is duly qualified and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business in good standing as now conducteda foreign corporation in each of the jurisdictions where such qualification is required by law.