Common use of ORGANIZATION; POWER AND AUTHORITY; AUTHORIZATION Clause in Contracts

ORGANIZATION; POWER AND AUTHORITY; AUTHORIZATION. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma, is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business makes such qualification necessary and has full corporate power and authority to own or use the properties it purports to own and use and to carry on its business as now being conducted. The Stockholders own all of the issued and outstanding stock of the Seller. Schedule 7.1 sets forth each person or entity which has an ownership interest in the Seller and the extent and nature of such ownership interest held by such owner. There are no outstanding options or warrants with respect to the capital stock of the Seller, nor are there any outstanding securities which are convertible or exchangeable into capital stock of the Seller. There are no voting trusts, shareholder agreements or other agreements, instrument or rights of any kind or nature whatsoever outstanding with respect to shares of capital stock of the Seller. The Seller has full corporate power and authority to execute and deliver this Agreement and all other agreements, certificates and documents executed or to be executed by the Seller in connection herewith, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The Stockholders have full capacity, power and authority to execute and deliver this Agreement and all other agreements, certificates and documents executed or to be executed by the Stockholders in connection herewith, to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunder. This Agreement, and all other agreements, certificates and documents executed or to be executed by the Seller in connection herewith, have been duly authorized by all necessary corporate action and constitute or, when executed and delivered, will constitute legal, valid and binding agreements of the Seller enforceable against the Seller in accordance with their respective terms. This Agreement, and all other agreements, certificates and documents executed or to be executed by the Stockholders in connection herewith, constitute or, when executed and delivered, will constitute legal, valid and binding agreements of the Stockholders enforceable against the Stockholders in accordance with their respective terms. The Seller has never operated the Business under any tradenames other than the tradenames listed or referred to in Section 5.5.

ORGANIZATION; POWER AND AUTHORITY; AUTHORIZATION. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of OklahomaTexas, is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business makes such qualification necessary and has full corporate power and authority to own or use the properties it purports to own and use and to carry on its business as now being conducted. The Stockholders own all of Except for the issued and outstanding stock of the Seller. Schedule 7.1 sets forth each Stockholder, no person or entity which has an a beneficial or legal ownership interest in the Seller and the extent and nature of such ownership interest held by such owner. There are no outstanding options or warrants with respect to the capital stock of the Seller, nor are there any outstanding securities which are convertible or exchangeable into capital stock of the Seller. There are no voting trusts, shareholder agreements or other agreements, instrument or rights of any kind or nature whatsoever outstanding with respect to shares of capital stock of the Seller. The Seller has full corporate power and authority to execute and deliver this Agreement and all other agreements, certificates and documents executed or to be executed by the Seller in connection herewith, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The Stockholders have Stockholder has full capacity, power and authority to execute and deliver this Agreement and all other agreements, certificates and documents executed or to be executed by the Stockholders Stockholder in connection herewith, to consummate the transactions contemplated hereby and thereby hereby and to perform their his obligations hereunder and thereunder. This Agreement, and all other agreements, certificates and documents executed or to be executed by the Seller in connection herewith, have been duly authorized by all necessary corporate action and constitute or, when executed and delivered, will constitute legal, valid and binding agreements of the Seller enforceable against the Seller in accordance with their respective terms. This Agreement, and all other agreements, certificates and documents executed or to be executed by the Stockholders Stockholder in connection herewith, constitute or, when executed and delivered, will constitute legal, valid and binding agreements of the Stockholders Stockholder enforceable against the Stockholders Stockholder in accordance with their respective terms. The Seller has never operated the Business under any tradenames other than the tradenames listed or referred to in Section 5.5.

ORGANIZATION; POWER AND AUTHORITY; AUTHORIZATION. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of OklahomaGeorgia, is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business makes such qualification necessary and has full corporate power and authority to own or use the properties it purports to own and use and to carry on its business as now being conducted. The Stockholders own all of Stockholder is the issued and outstanding stock of the Seller. Schedule 7.1 sets forth each only person or entity which has an ownership interest in the Seller and the extent and nature owning shares of such ownership interest held by such owner. There are no outstanding options or warrants with respect to the capital stock of the Seller, nor are there any outstanding securities which are convertible or exchangeable into capital stock of the Seller. There are no voting trusts, shareholder agreements or other agreements, instrument or rights of any kind or nature whatsoever outstanding with respect to shares of capital stock of the Seller. The Seller has full corporate power and authority to execute and deliver this Agreement and all other agreements, certificates and documents executed or to be executed by the Seller in connection herewith, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The Stockholders have full capacity, power and authority to execute and deliver this Agreement and all other agreements, certificates and documents executed or to be executed by the Stockholders in connection herewith, to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunder. This Agreement, and all other agreements, certificates and documents executed or to be executed by the Seller in connection herewith, have been duly authorized by all necessary corporate action and constitute or, when executed and delivered, will constitute legal, valid and binding agreements of the Seller enforceable against the Seller in accordance with their respective terms, except as may be otherwise limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors' rights generally and equitable relief may be subject to equitable defenses and the discretion of any court before which any proceeding may be brought. This Agreement, and all other agreements, certificates and documents executed or to be executed by the Stockholders Stockholder in connection herewith, constitute or, when executed and delivered, will constitute legal, valid and binding agreements of the Stockholders Stockholder enforceable against the Stockholders Stockholder in accordance with their respective terms, except as may be otherwise limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors' rights generally and equitable relief may be subject to equitable defenses and the discretion of any court before which any proceeding may be brought. The Seller has never operated the Business under any tradenames other than the tradenames listed or referred to in Section 5.5.

ORGANIZATION; POWER AND AUTHORITY; AUTHORIZATION. The Each of the Seller and Holdings is a corporation duly organized, validly existing and in good standing under the laws of the State of OklahomaFlorida, is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business makes such qualification necessary and has full corporate power and authority to own or use the properties it purports to own and use and to carry on its business as now being conducted. The Holdings owns all of the issued and outstanding capital stock of the Seller and the Stockholders own all of the issued and outstanding capital stock of the SellerHoldings. Schedule 7.1 sets forth each person or entity which has an ownership interest in the Seller Holdings and the extent and nature of such ownership interest held by such owner. There are no outstanding options or warrants with respect to the capital stock of the SellerSeller or Holdings, nor are there any outstanding securities which are convertible or exchangeable into capital stock of the SellerSeller or Holdings. There are no voting trusts, shareholder agreements or other agreements, instrument or rights of any kind or nature whatsoever outstanding with respect to shares of capital stock of the SellerSeller or Holdings. The Each of the Seller and Holdings has full corporate power and authority to execute and deliver this Agreement and all other agreements, certificates and documents executed or to be executed by the Seller it in connection herewith, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The Stockholders have full capacity, power and authority to execute and deliver this Agreement and all other agreements, certificates and documents executed or to be executed by the Stockholders in connection herewith, to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunder. This Agreement, and all other agreements, certificates and documents executed or to be executed by the Seller and Holdings in connection herewith, have been duly authorized by all necessary corporate action and constitute or, when executed and delivered, will constitute legal, valid and binding agreements of the Seller and Holdings enforceable against the Seller and Holdings in accordance with their respective terms. This Agreement, and all other agreements, certificates and documents executed or to be executed by the Stockholders in connection herewith, constitute or, when executed and delivered, will constitute legal, valid and binding agreements of the Stockholders enforceable against the Stockholders in accordance with their respective terms. The Seller has never operated any of the Business Businesses under any tradenames other than the tradenames listed or referred to in Section 5.5.

ORGANIZATION; POWER AND AUTHORITY; AUTHORIZATION. The Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of OklahomaMaryland, is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business makes such qualification necessary and has full corporate power and authority to own or use the properties it purports to own and use and to carry on its business as now being conducted. The Stockholders own all of the issued and outstanding stock of the Seller. Schedule 7.1 sets forth each person or entity which has an ownership interest in the any Seller and the extent and nature of such ownership interest held by each such owner. There are no outstanding options or warrants with respect to the capital stock of the Seller, nor are there any outstanding securities which are convertible or exchangeable into capital stock of the Seller. There are no voting trusts, shareholder agreements or other agreements, instrument or rights of any kind or nature whatsoever outstanding with respect to shares of capital stock of the Seller. The Each Seller has full corporate power and authority to execute and deliver this Agreement and all other agreements, certificates and documents executed or to be executed by the such Seller in connection herewith, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The Each of the Stockholders have has full capacity, power and authority to execute and deliver this Agreement and all other agreements, certificates and documents executed or to be executed by the Stockholders such Stockholder in connection herewith, to consummate the transactions contemplated hereby and thereby and to perform their his or her obligations hereunder and thereunder. This Agreement, and all other agreements, certificates and documents executed or to be executed by the any Seller in connection herewith, have been duly authorized by all necessary corporate action and constitute or, when executed and delivered, will constitute legal, valid and binding agreements of the such Seller enforceable against the such Seller in accordance with their respective terms. This Agreement, and all other agreements, certificates and documents executed or to be executed by the Stockholders a Stockholder in connection herewith, constitute or, when executed and delivered, will constitute legal, valid and binding agreements of the Stockholders such Stockholder enforceable against the Stockholders him or her in accordance with their respective terms. The No Seller has never ever operated the its Business under any tradenames other than the tradenames listed or referred to in Section 5.5, except that MIC's corporate name is "Manhattan Imported Cars" (although it has not operated under the tradename "Manhattan Imported Cars" during the last fifteen (15) years) and Waldorf has operated under the tradename of Nissan Jeep Eagle of Waldorf.