Common use of Incorporation and Authority of Purchaser Clause in Contracts

Incorporation and Authority of Purchaser. Purchaser is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements, and the consummation by Purchaser of the transactions contemplated on its part hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Purchaser and no other corporate action on the part of Purchaser, its board of directors or its stockholders is necessary to authorize this Agreement and the Ancillary Agreements and the consummation by Purchaser of the transactions contemplated on its part hereby and thereby. This Agreement has been duly executed and delivered by Purchaser, and the Ancillary Agreements, will at the Closing be duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement constitutes, and when executed and delivered by Purchaser, the Ancillary Agreements, will constitute, legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Incorporation and Authority of Purchaser. Purchaser is a corporation duly incorporated, validly existing and in good standing under the Laws laws of Delaware its jurisdiction of incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Ancillary AgreementsAgreements by Purchaser, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated on its part hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser and no other requisite corporate action on the part of Purchaser, its board of directors or its stockholders is necessary to authorize this Agreement and the Ancillary Agreements and the consummation by Purchaser of the transactions contemplated on its part hereby and thereby. This Agreement has been duly executed and delivered by Purchaserbeen, and upon their execution the Ancillary AgreementsAgreements will be, will at the Closing be duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by each other party theretoSeller) this Agreement constitutes, and when executed and delivered by Purchaser, upon their execution the Ancillary Agreements, Agreements will constitute, legal, valid and binding obligations of Purchaser Purchaser, enforceable against Purchaser in accordance with their terms, except as enforceability such enforcement may be limited by bankruptcy Lawsapplicable bankruptcy, other similar insolvency, reorganization and Laws affecting creditors’ generally the enforcement of the rights of contracting parties and general principles subject to a court's discretionary authority with respect to the granting of equity affecting the availability of a decree ordering specific performance and or other equitable remedies.

Incorporation and Authority of Purchaser. Purchaser is a corporation duly incorporated, validly existing and in good standing under the Laws laws of Delaware its jurisdiction of incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Ancillary AgreementsAgreements by Purchaser, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated on its part hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser and no other requisite 31 <PAGE> corporate action on the part of Purchaser, its board of directors or its stockholders is necessary to authorize this Agreement and the Ancillary Agreements and the consummation by Purchaser of the transactions contemplated on its part hereby and thereby. This Agreement has been duly executed and delivered by Purchaserbeen, and upon their execution the Ancillary AgreementsAgreements will be, will at the Closing be duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by each other party theretoSeller) this Agreement constitutes, and when executed and delivered by Purchaser, upon their execution the Ancillary Agreements, Agreements will constitute, legal, valid and binding obligations of Purchaser Purchaser, enforceable against Purchaser in accordance with their terms, except as enforceability such enforcement may be limited by bankruptcy Lawsapplicable bankruptcy, other similar insolvency, reorganization and Laws affecting creditors’ generally the enforcement of the rights of contracting parties and general principles subject to a court's discretionary authority with respect to the granting of equity affecting the availability of a decree ordering specific performance and or other equitable remedies. SECTION 4.02.

Incorporation and Authority of Purchaser. Purchaser is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the Laws of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary AgreementsAgreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Ancillary AgreementsAgreements to which it will be a party, and the consummation by Purchaser of the transactions contemplated on its part hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Purchaser and no other corporate action on the part of Purchaser, its board of directors or its stockholders is necessary to authorize this Agreement and the Ancillary Agreements and the consummation by Purchaser of the transactions contemplated on its part hereby and thereby. This Agreement has been duly executed and delivered by Purchaserbeen, and and, to the extent Purchaser is a party thereto, the Ancillary Agreements, Agreements will at the Closing be be, duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement constitutes, and when executed and delivered by Purchaser, to the extent Purchaser is a party thereto, the Ancillary Agreements, Agreements will constitute, legal, valid and binding obligations of Purchaser Purchaser, enforceable against Purchaser in accordance with their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remediesremedies (regardless of whether enforcement is sought in a proceeding at law or in equity).