Common use of Existence; Authority; Enforceability Clause in Contracts

Existence; Authority; Enforceability. Such Shareholder has the necessary power and authority to enter into this Agreement and to carry out its obligations hereunder. Such Shareholder is duly organized and validly existing under the laws of its jurisdiction of organization (if not an individual), and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such Shareholder and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.

Existence; Authority; Enforceability. Such Shareholder Stockholder has the necessary power and authority to enter into this Agreement and to carry out its obligations hereunder. Such Shareholder If an entity, such Stockholder is duly organized and validly existing under the laws of its jurisdiction of organization (if not an individual), and the organization. The execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such Shareholder Stockholder and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.

Existence; Authority; Enforceability. Such Shareholder Managing Member has the necessary power and authority to enter into this Agreement Charter and to carry out its obligations hereunder. Such Shareholder Managing Member is duly organized and validly existing under the laws of its jurisdiction the State of organization (if not an individual)Washington, and the execution of this AgreementCharter, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement Charter or the consummation of any of the transactions contemplated hereby. This Agreement Charter has been duly executed by such Shareholder Managing Member and constitutes its legal, valid valid, and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) ), and any implied covenant of good faith and fair dealing.