Common use of Organization of the Seller Clause in Contracts

Organization of the Seller. The Seller and each of its Subsidiaries and joint ventures (as defined below) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has the requisite corporate or similar power to own, lease and operate its property and to carry on its business as now being conducted, and is duly qualified to do business and in good standing as a foreign corporation or other legal entity in each jurisdiction in which the failure to be so qualified would have a Seller Material Adverse Effect (as defined below). Included in the Seller Disclosure Schedule is a true and complete list of all of the Seller's Subsidiaries and joint ventures, together with the jurisdiction of incorporation or organization of each Subsidiary and joint venture and the Seller's equity interest therein. The Seller has delivered or made available to the Buyer a true and correct copy of the Restated Articles of Organization and Bylaws of the Seller and similar governing instruments of each of its Subsidiaries and joint venture, each as amended to date. The minute books of the Seller and its Subsidiaries and joint ventures made available to the Buyer are the only minute books of the Seller and its Subsidiaries and joint ventures, and the minutes contain a reasonably accurate record of all actions taken in all meetings of directors (or committees thereof) and stockholders or actions by written consent. The term "Seller Material Adverse Effect" means, for purposes of this Agreement, any change, event or effect that is materially adverse to the business, assets (including intangible assets), financial condition or results of operations of the Seller and its Subsidiaries taken as a whole; provided, however, that, for purposes of Sections 6.3(a) and 7.1(i), the following shall not be deemed to constitute a Seller Material Adverse Effect: (i) an adverse change in the business, financial condition or results of operations of the Seller following the date of this Agreement primarily attributable to the transactions contemplated by this Agreement or the announcement thereof, circumstances or events affecting the gas distribution industry generally or adverse weather conditions or (ii) the loss of any officer or key employee of the Seller following the date of this

Organization of the Seller. (a) The Seller and each of its Subsidiaries and joint ventures (as defined below) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organization, has with full power and authority: (a) to own or to hold under lease the requisite corporate property it purports to own or similar power to ownhold under lease, lease and (b) to operate its property properties and to carry on its business conduct the Business as now being conducted, and conducted by Seller. Seller is duly qualified or licensed to do transact business as a foreign limited liability company and is in good standing as a foreign corporation or other legal entity in each every jurisdiction in which any property is owned by leased by Seller or payroll is paid by Seller the nature of the Business conducted by Seller makes such qualification necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, have a Seller Material Adverse Effect (Effect. Attached hereto as defined below). Included in the Seller Disclosure Schedule 3.1 is a true list setting forth the states in which Seller is currently transacting business as a foreign limited liability company. Except as set forth on Schedule 3.1, Seller has no subsidiaries and complete list does not own any securities issued by any other business corporation or other entity. The Members are the only members of Seller, and the Members own all of the issued and outstanding securities of Seller's Subsidiaries , free and joint venturesclear of any claims, together assessments, liens or other encumbrances. Except for any rights of the Members under the Seller’s Operating Agreement (which shall be waived by the Members at the Closing), a copy of which has been provided to Buyer, there are no preemptive rights, options, warrants, conversion privileges or other rights or agreements presently outstanding for the purchase or acquisition from Seller of any of its authorized but unissued securities. Neither Seller nor the Members have granted any Person other than Buyer any right (including, but not limited to, any right of first refusal) or option to purchase or otherwise acquire any of the Acquired Assets, and there exists no agreement or contract with respect to any such purchase or acquisition. Seller’s federal employer identification number (FEIN) is as written on the signature page hereof. (b) The Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization, with full power and authority: (a) to own or organization to hold under lease the property it purports to own or to hold under lease, and (b) to operate its properties and to conduct the Business as now being conducted by Subsidiary. The equity securities of each Subsidiary consist of 90,000 authorized Euros in share capital of which 18,000 shares are issued and joint venture and the Seller's equity interest thereinoutstanding. The Seller has delivered or made available to is the Buyer a true and correct copy only equity security holder of the Restated Articles of Organization and Bylaws of the Seller and similar governing instruments of each of its Subsidiaries and joint venture, each as amended to date. The minute books of the Seller and its Subsidiaries and joint ventures made available to the Buyer are the only minute books of the Seller and its Subsidiaries and joint venturesSubsidiary, and the minutes contain a reasonably accurate record of Seller owns all actions taken in all meetings of directors (or committees thereof) and stockholders or actions by written consent. The term "Seller Material Adverse Effect" means, for purposes of this Agreement, any change, event or effect that is materially adverse to the business, assets (including intangible assets), financial condition or results of operations of the Seller issued and its Subsidiaries taken as a whole; provided, however, that, for purposes of Sections 6.3(a) and 7.1(i), the following shall not be deemed to constitute a Seller Material Adverse Effect: (i) an adverse change in the business, financial condition or results of operations outstanding securities of the Seller following the date of this Agreement primarily attributable to the transactions contemplated by this Agreement or the announcement thereofSubsidiary as set forth above, circumstances or events affecting the gas distribution industry generally or adverse weather conditions or (ii) the loss free and clear of any officer claims, assessments, liens or key employee of the Seller following the date of thisother encumbrances.

Organization of the Seller. The Seller and each of its Subsidiaries and joint ventures (as defined below) is a corporation or other legal entity duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation. Section 3(a) of the Disclosure Schedule sets forth with respect to the Seller (i) the number of shares of authorized capital stock of each class of its capital stock; (ii) the number of issued and outstanding shares of each class of its capital Stock, the names of the holders thereof, and the number of shares held by each such holder; (iii) the number of shares of its capital stock held in treasury; and (iv) its directors and officers. The Seller is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. The Seller has full corporate power and authority and, to the requisite corporate or similar power to ownbest of its actual knowledge, lease all licenses, permits, and operate its property and authorizations necessary to carry on its business as now being conducted, and the businesses in which it is duly qualified to do business engaged and in good standing as a foreign corporation or other legal entity in each jurisdiction in which it presently proposes to engage and to own and use the failure to be so qualified would have a Seller Material Adverse Effect (as defined below). Included in the Seller Disclosure Schedule is a true properties owned and complete list of all of the Seller's Subsidiaries and joint ventures, together with the jurisdiction of incorporation or organization of each Subsidiary and joint venture and the Seller's equity interest thereinused by it. The Seller has delivered or made available to the Buyer a true correct and correct copy complete copies of the Restated its Articles of Organization Incorporation and Bylaws of the Seller and similar governing instruments of each of its Subsidiaries and joint venture, each bylaws (as amended to date). All of the issued and outstanding shares of capital stock of the Seller have been duly authorized and are validly issued, fully paid, and nonassessable. The Seller Stockholders hold of record and own beneficially all of the outstanding shares of the Seller, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The minute books (containing the records of meetings of the Seller stockholders, the board of directors, and its Subsidiaries any committees of the board of directors), the stock certificate books, and joint ventures made available to the Buyer are the only minute stock record books of the Seller are correct and its Subsidiaries and joint ventures, and the minutes contain a reasonably accurate record of all actions taken in all meetings of directors (or committees thereof) and stockholders or actions by written consentcomplete. The term "Seller Material Adverse Effect" means, for purposes of this Agreement, any change, event is not in default under or effect that is materially adverse to the business, assets (including intangible assets), financial condition or results of operations of the Seller and its Subsidiaries taken as a whole; provided, however, that, for purposes of Sections 6.3(a) and 7.1(i), the following shall not be deemed to constitute a Seller Material Adverse Effect: (i) an adverse change in the business, financial condition or results of operations of the Seller following the date of this Agreement primarily attributable to the transactions contemplated by this Agreement or the announcement thereof, circumstances or events affecting the gas distribution industry generally or adverse weather conditions or (ii) the loss violation of any officer provision of its charter or key employee of the bylaws. The Seller following the date of thisdoes not control directly or indirectly or have any direct or indirect equity participation in any corporation, partnership, trust, or other business association.

Organization of the Seller. The Seller and each of its Subsidiaries and joint ventures (as defined below) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation incorporation, with full power and authority (a) to own or organizationto hold under lease the property it purports to own or to hold under lease, has the requisite corporate or similar power and (b) to own, lease and operate its property properties and to carry on its business conduct the Business as now being conducted, and conducted by Seller. Seller is duly qualified or licensed to do transact business and in good standing as a foreign corporation or other legal entity and is in each good standing in every jurisdiction in which any property is owned by leased by Seller or payroll is paid by Seller or the failure to be so qualified would have a nature of the Business conducted by Seller Material Adverse Effect (makes such qualification necessary. Attached hereto as defined below). Included in the Seller Disclosure Schedule 3.1 is a true list setting forth the states in which Seller is currently transacting business as a foreign corporation. Seller has no subsidiaries and complete list does not own any securities issued by any other business corporation or other entity. The stock of Seller consists of 200 shares of common stock, no par value of which 100 shares are issued and outstanding. The Stockholders are the only stockholders of Seller, and the Stockholders own all of the Seller's Subsidiaries issued and joint venturesoutstanding shares of Seller as set forth above, together with free and clear of any claims, assessments, liens or other encumbrances as follows: Xxxxxxx – 80%, Ranzal – 20%. There are no preemptive rights, options, warrants, conversion privileges or other rights or agreements presently outstanding for the jurisdiction purchase or acquisition from Seller of incorporation any of its authorized but unissued stock of any class. Neither Seller nor the Stockholders have granted any Person other than Buyer any right (including, but not limited to, any right of first refusal) or organization of each Subsidiary and joint venture and the Seller's equity interest therein. The Seller has delivered option to purchase or made available to the Buyer a true and correct copy otherwise acquire any of the Restated Articles of Organization and Bylaws of the Seller and similar governing instruments of each of its Subsidiaries and joint venture, each as amended to date. The minute books of the Seller and its Subsidiaries and joint ventures made available to the Buyer are the only minute books of the Seller and its Subsidiaries and joint venturesAcquired Assets, and there exists no agreement or contract with respect to any such purchase or acquisition. Seller’s federal employer identification number (FEIN) is as written on the minutes contain a reasonably accurate record of all actions taken in all meetings of directors (or committees thereof) and stockholders or actions by written consent. The term "Seller Material Adverse Effect" means, for purposes of this Agreement, any change, event or effect that is materially adverse to the business, assets (including intangible assets), financial condition or results of operations of the Seller and its Subsidiaries taken as a whole; provided, however, that, for purposes of Sections 6.3(a) and 7.1(i), the following shall not be deemed to constitute a Seller Material Adverse Effect: (i) an adverse change in the business, financial condition or results of operations of the Seller following the date of this Agreement primarily attributable to the transactions contemplated by this Agreement or the announcement thereof, circumstances or events affecting the gas distribution industry generally or adverse weather conditions or (ii) the loss of any officer or key employee of the Seller following the date of thissignature page hereof.

Organization of the Seller. The Seller and each of its Subsidiaries and joint ventures (as defined below) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation Illinois, with full power and authority: (a) to own or organizationto hold under lease the property it purports to own or to hold under lease, has the requisite corporate or similar power and (b) to own, lease and operate its property properties and to carry on its business conduct the Business as now being conducted, and conducted by the Seller. The Seller is duly qualified or licensed to do transact business as a foreign limited liability company and is in good standing as a foreign corporation or other legal entity in each every jurisdiction in which any property is owned by leased by the Seller or payroll is paid by the Seller or the nature of the Business conducted by the Seller makes such qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Seller Material Adverse Effect (Effect. Attached hereto as defined below). Included Schedule 3.1 is a list setting forth the states in which the Seller Disclosure Schedule is currently transacting business as a true and complete list of all of the Seller's Subsidiaries and joint ventures, together with the jurisdiction of incorporation or organization of each Subsidiary and joint venture and the Seller's equity interest thereinforeign limited liability company. The Seller has delivered no subsidiaries and does not own any securities issued by any business corporation or made available to the Buyer other entity. Schedule 3.1 sets forth a true complete and correct copy accurate list of (i) all members of the Restated Articles Seller, indicating the number of Organization membership interests of the Seller held by each member, and Bylaws (ii) all outstanding options, warrants or other instruments giving any party the right to acquire membership interests of the Seller, indicating (A) the holder thereof, (B) the number of membership interests of the Seller subject thereto and (C) the exercise price, date of grant, vesting schedule and expiration date of each such option, warrant or other instrument. The members listed on Schedule 3.1 are the only members of the Seller and similar governing instruments own all of each of its Subsidiaries and joint venture, each as amended to date. The minute books the membership interests of the Seller free and its Subsidiaries and joint ventures made available to clear of any claims, assessments, liens or other encumbrances. Neither the Buyer are the only minute books Seller nor any members of the Seller and its Subsidiaries and joint ventureshave granted any Person other than the Buyer any right (including, but not limited to, any right of first refusal) or option to purchase or otherwise acquire any of the Acquired Assets, and the minutes contain a reasonably accurate record of all actions taken in all meetings of directors (there exists no agreement or committees thereof) and stockholders contract with respect to any such purchase or actions by written consentacquisition. The term "Seller Material Adverse Effect" means, for purposes of this Agreement, any change, event or effect that Seller’s federal employer identification number (FEIN) is materially adverse to the business, assets (including intangible assets), financial condition or results of operations of the Seller and its Subsidiaries taken as a whole; provided, however, that, for purposes of Sections 6.3(a) and 7.1(i), the following shall not be deemed to constitute a Seller Material Adverse Effect: (i) an adverse change in the business, financial condition or results of operations of the Seller following the date of this Agreement primarily attributable to the transactions contemplated by this Agreement or the announcement thereof, circumstances or events affecting the gas distribution industry generally or adverse weather conditions or (ii) the loss of any officer or key employee of the Seller following the date of thisset forth on Schedule 3.1.

Organization of the Seller. The Seller and each of its Subsidiaries and joint ventures (as defined below) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organization, has with full power and authority (a) to own or to hold under lease the requisite corporate property it purports to own or similar power to ownhold under lease, lease and (b) to operate its property properties and to carry on its business conduct the Business as now being conducted, and conducted by Seller. Seller is duly qualified or licensed to do transact business as a foreign limited liability company and is in good standing in every jurisdiction in which any property is owned by leased by Seller or payroll is paid by Seller or the nature of the Business conducted by Seller makes such qualification necessary. Attached hereto as Schedule 3.1 is a list setting forth the states in which Seller is currently transacting business as a foreign limited liability company. Seller has no subsidiaries and does not own any securities issued by any other business corporation or other legal entity in each jurisdiction in entity. The equity securities of Seller consists of membership interests, of which one hundred (100%) percent of such membership interests are issued and outstanding. The Member is the failure to be so qualified would have a Seller Material Adverse Effect (as defined below). Included in only equity holder of Seller, and the Seller Disclosure Schedule is a true and complete list of Member owns all of the Seller's Subsidiaries issued and joint venturesoutstanding membership interests of Seller as set forth above, together with free and clear of any claims, assessments, liens or other encumbrances. There are no preemptive rights, options, warrants, conversion privileges or other rights or agreements presently outstanding for the jurisdiction purchase or acquisition from Seller of incorporation any of its authorized but unissued membership interests. Neither Seller nor the Member has granted any Person other than Buyer any right (including, but not limited to, any right of first refusal) or organization of each Subsidiary and joint venture and the Seller's equity interest therein. The Seller has delivered option to purchase or made available to the Buyer a true and correct copy otherwise acquire any of the Restated Articles of Organization and Bylaws of the Seller and similar governing instruments of each of its Subsidiaries and joint venture, each as amended to date. The minute books of the Seller and its Subsidiaries and joint ventures made available to the Buyer are the only minute books of the Seller and its Subsidiaries and joint venturesAcquired Assets, and there exists no agreement or contract with respect to any such purchase or acquisition. Seller’s federal employer identification number (FEIN) is as written on the minutes contain a reasonably accurate record of all actions taken in all meetings of directors (or committees thereof) and stockholders or actions by written consent. The term "Seller Material Adverse Effect" means, for purposes of this Agreement, any change, event or effect that is materially adverse to the business, assets (including intangible assets), financial condition or results of operations of the Seller and its Subsidiaries taken as a whole; provided, however, that, for purposes of Sections 6.3(a) and 7.1(i), the following shall not be deemed to constitute a Seller Material Adverse Effect: (i) an adverse change in the business, financial condition or results of operations of the Seller following the date of this Agreement primarily attributable to the transactions contemplated by this Agreement or the announcement thereof, circumstances or events affecting the gas distribution industry generally or adverse weather conditions or (ii) the loss of any officer or key employee of the Seller following the date of thissignature page hereof.