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 Delaware, and has full corporate power and authority to operate the Business, to own or lease the Acquired Assets, to carry on the Business as now being conducted, and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this 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 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 each 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 qualified would not result in a 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 “Transaction Documents”) have been, or upon execution thereof will be, duly executed and delivered by Seller. The Transaction Documents have been duly approved by 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 delivery constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms.

Organization and Standing; Power and Authority. (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareCanada, and has full corporate power and authority to operate the Business, to own or lease the Acquired Assets, to carry on the Business as now being conducted, and to enter into make and perform this Agreement Agreement, and the transactions and other agreements and instruments contemplated by this 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 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 each jurisdiction in which the ownership failure to so qualify would have a material adverse effect upon the Business or lease of the Acquired Assets or the operation of the Business requires such qualification, except where any failure to be so qualified would not result in a Material Adverse Effect. Assets. (ii) This Agreement has been, and all other agreements and instruments executed and delivered or to be executed and delivered by Seller in connection herewith (collectively, the “Transaction Documents”) have been, or upon execution thereof as of the Closing Date will behave been, duly executed and delivered by Seller. The Transaction Documents have been duly approved This Agreement constitutes, and the other agreements and instruments all executed or to be executed by the Board of Directors of Seller, and, subject to the approval of the stockholders of Seller in accordance connection with Delaware lawthe transactions contemplated hereby constitute, constitute or when executed and delivered by Seller will upon execution and delivery constitute constitute, the valid and binding obligations of Seller, enforceable in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization or other laws of general application affecting the rights of creditors generally or by general principles of equity ("Debtor Relief Laws"). (iii) The execution, delivery and performance of this Agreement and all other agreements and instruments to be executed and delivered by Seller have been approved by all necessary corporate action by 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 Delaware, and California. Seller has full corporate power and authority to operate the Business, to own or lease 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 enter into make and perform this Agreement and and, to the transactions and 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 AgreementAgreement and the Seller Agreements. 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 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 qualified qualify as a foreign corporation would not result in have a Seller Material Adverse Effect. This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by the Seller in connection herewith (collectively, the “Transaction Documents”) Agreements have been, or upon execution and delivery thereof will be, duly executed and delivered by Seller. The Transaction Documents This Agreement and the Seller Agreements have been duly approved authorized by the Board of Directors all necessary corporate action of Seller, andand when executed and upon approval by the Bankruptcy Court as contemplated by Sections 7.1(a) and (b), subject to the approval of the stockholders of Seller in accordance with Delaware law, constitute or will upon execution and delivery 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 Delaware, Delaware and has full corporate power and authority to operate the US Delahaye Business, to own or lease the Acquired Assets, to carry on the US Delahaye Business as it is now being conducted, and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this 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 is the only business enterprise, firm or corporation through which the US Delahaye Business (or any business competing with or similar to the 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 each jurisdiction in which the ownership or lease of the Acquired Assets or the operation of the US Delahaye Business requires such qualification, except where any the failure to be so qualified obtain such qualification or license to do business would not result in have a Material Adverse Effectmaterially adverse effect on the US Delahaye Business. This Agreement and all each of the other agreements and instruments executed and delivered delivered, or to be executed and delivered by Seller delivered, in connection herewith (collectively, the “"Transaction Documents”") by Seller have beenbeen (or, or upon execution thereof thereof, will be, ) duly executed and delivered by Seller. The Transaction Documents have been duly approved by the Board of Directors of Sellerby, andand constitute (or, subject to the approval of the stockholders of Seller in accordance with Delaware law, constitute or will upon execution and delivery constitute thereof, will 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. (i) 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 operate the Business, to own or lease the Acquired Assets, to carry on the Business as now being conducted, and to enter into make and perform this Agreement Agreement, and the transactions and other agreements and instruments contemplated by this 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 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 each jurisdiction in which the ownership failure to so qualify would have a material adverse effect upon the Business or lease of the Acquired Assets or the operation of the Business requires such qualification, except where any failure to be so qualified would not result in a Material Adverse Effect. Assets. (ii) This Agreement has been, and all other agreements and instruments executed and delivered or to be executed and delivered by Seller in connection herewith (collectively, the “Transaction Documents”) have been, or upon execution thereof as of the Closing Date will behave been, duly executed and delivered by Seller. The Transaction Documents have been duly approved This Agreement constitutes, and the other agreements and instruments all executed or to be executed by the Board of Directors of Seller, and, subject to the approval of the stockholders of Seller in accordance connection with Delaware lawthe transactions contemplated hereby constitute, constitute or when executed and delivered by Seller will upon execution and delivery constitute constitute, the valid and binding obligations of Seller, enforceable in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization or other laws of general application affecting the rights of creditors generally or by general principles of equity ("Debtor Relief Laws"). (iii) The execution, delivery and performance of this Agreement and all other agreements and instruments to be executed and delivered by Seller have been approved by all necessary corporate action by Seller.