Common use of Organization; Power and Authority Clause in Contracts

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements to which it is a party and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation an entity duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporationorganization, except as noted in Schedule 5.4, and is duly qualified as a foreign corporation entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate legal power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement or the Financing Agreements to which it is a party Guaranty, and the Notes, as applicable, and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Such Obligor is a corporation duly organized, validly existing and and, where applicable, in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Financing Agreements to which it is a party Notes, in the case of the Company, and this Agreement, in the case of the Parent Guarantor, and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Financing Agreements to which it is a party Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Financing Agreements to which it is a party Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements Documents to which it is a party and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation limited partnership duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporationorganization, and is duly qualified as a foreign corporation limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and, in the Financing Agreements to which it is a party case of the Company, the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of the State of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements to which it is a party this Agreement and to perform its obligations hereunder and under the provisions hereof Amended Note Purchase and thereofGuarantee Agreement and the Amended Notes.

Organization; Power and Authority. Each Obligor is a corporation or limited partnership duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporationformation, and is duly qualified as a foreign corporation entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements Note Documents to which it is a party and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Financing Agreements to which it is a party Series A Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Financing Agreements to which it is a party Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement (including in the Financing Agreements to which it is a party case of the Company, without limitation, the Guaranty) and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements Documents to which it is a party and to perform the provisions hereof and thereof. Section 5.2.

Organization; Power and Authority. Each Obligor of the Obligors is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor of the Obligors has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Financing Other Agreements to which it is a party and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Co-Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Co-Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Financing Other Agreements to which it is a party and the Notes and to perform the provisions hereof and thereof.. 5.2

Organization; Power and Authority. Each Obligor of the Obligors is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor of the Obligors has the corporate power and authority to own or hold under lease the properties Properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements Documents and the Acquisition Documents to which it is a party and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation --------------------------------- or limited partnership duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporationformation, and is duly qualified as a foreign corporation entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements Transaction Documents to which it is a party and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements to which it is a party and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation --------------------------------- duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements Transaction Documents to which it is a party and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Financing Agreements to which it is a party Notes (in the case of the Company) and this Agreement and the Guarantees (in the case of the Guarantor), and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so Lincoln Electric Holdings, Inc. Note Purchase Agreement qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Financing Agreements to which it is a party Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, organized and validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and and, if applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Financing Agreements to which it is a party Series 2003-1 Notes (in the case of the Company) and this Agreement and the Guarantees (in the case of the Guarantor), and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements Documents to which it is a party and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements Documents to which it is or is to be a party and to perform the provisions hereof and thereof.

Organization; Power and Authority. Each Obligor is a corporation corporation, duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation, and each is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Financing Other Agreements to which it is a party and the Notes and to perform the provisions hereof and thereof.