Common use of Seller’s Organization Clause in Contracts

Seller’s Organization. (a) Seller is a corporation duly organized and existing and in good standing under the laws of the state of Minnesota and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated, or such business is now conducted. Subject to obtaining shareholder approval of the sale of its assets contemplated by this Agreement, Seller has full power and authority to sell, convey, assign, transfer and deliver the Assets as herein provided, and all corporate and other proceedings necessary to be taken by Seller in connection with the transactions provided for by this Agreement and necessary to make the same effective have been duly and validly taken, and this Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding obligation of Seller enforceable in accordance with its terms. (b) Seller is qualified to do business as a foreign corporation in all jurisdictions in which the nature of Seller's business, the location of its assets or other factors require it to be so qualified. (c) The shareholders of Seller are listed on Exhibit M. No other persons or entities hold stock or other equity interests in Seller. Seller does not have any subsidiaries, nor does it have any equity interest in any corporation, partnership, limited liability company, or other business entity. (d) Seller was formerly named Genesis Labs, Inc. In 1993, Seller merged with Dia-Screen Corporation (the "Predecessor"). In 1996, Seller changed its name to its present name. The assets of Seller include all of the previous material assets of Genesis Labs, Inc. and Predecessor, except for such assets which have been disposed of or sold in the ordinary course of business.