Common use of Organization and Authority of Purchaser Clause in Contracts

Organization and Authority of Purchaser. (a) As of the date hereof, Purchaser is a corporation duly incorporated, validly existing and in good standing under the Laws of the Province of British Columbia. Pursuant to the Purchaser Redomestication, Purchaser intends to become a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. Purchaser has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which Purchaser is a party, to carry out its obligations hereunder and thereunder and to consummate the Transaction. (b) The execution and delivery by Purchaser of this Agreement and any other Transaction Documents to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunder, and the consummation by Purchaser of the Transaction have been duly authorized by all necessary action on the part of Purchaser and no other director, shareholder, manager, member or similar proceedings or actions by Purchaser are necessary to authorize and consummate this Agreement, the other Transaction Documents to which Purchaser is a party, or the Transaction. (c) This Agreement and the other Transaction Documents to which Purchaser is a party will be, when delivered to the Company, duly executed and delivered by Purchaser, and, assuming due authorization of each other party thereto, will constitute a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with the terms hereto and thereto, except as such enforcement may be limited by the General Enforceability Exceptions.

Organization and Authority of Purchaser. (a) As of the date hereof, Purchaser is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the Province jurisdiction of British Columbia. Pursuant to the Purchaser Redomestication, Purchaser intends to become a corporation duly incorporated, validly existing its incorporation and in good standing under the Laws of the State of Nevada. Purchaser has the requisite all necessary corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents Ancillary Agreements to which Purchaser it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transaction. (b) transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and any other Transaction Documents the Ancillary Agreements to which Purchaser it is a party, the performance by Purchaser of its obligations hereunder and thereunder, thereunder and the consummation by Purchaser of the Transaction transactions contemplated hereby and thereby have been duly authorized by all necessary requisite corporate action on the part of Purchaser and no other director, shareholder, manager, member or similar proceedings or actions by Purchaser are necessary to authorize and consummate this Agreement, the other Transaction Documents to which Purchaser is a party, or the Transaction. (c) Purchaser. This Agreement has been, and upon their execution the other Transaction Documents Ancillary Agreements to which Purchaser is a party will be, when delivered to the Companyshall have been, duly executed and delivered by Purchaser, and, and (assuming due authorization of each other authorization, execution and delivery by Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which Purchaser is a party theretoshall constitute, will constitute a legal, valid and binding obligation obligations of Purchaser, enforceable against Purchaser in accordance with the terms hereto and theretotheir respective terms, except as such enforcement may be limited by the General Enforceability Exceptionsbankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Organization and Authority of Purchaser. (a) As of the date hereof, Purchaser is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the Province jurisdiction of British Columbia. Pursuant to the Purchaser Redomestication, Purchaser intends to become a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevadaits formation. Purchaser has the requisite full power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which Purchaser is a party, to carry out its obligations hereunder and thereunder and to consummate the Transaction. (b) transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and any other Transaction Documents Document to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunder, thereunder and the consummation by Purchaser of the Transaction transactions contemplated hereby and thereby have been duly authorized by all necessary requisite corporate, limited liability company or partnership action on the part of Purchaser and no other director, shareholder, manager, member or similar proceedings or actions by Purchaser are necessary to authorize and consummate this Agreement, the other Transaction Documents to which Purchaser is a party, or the Transaction. (c) Purchaser. This Agreement and the other Transaction Documents to which Purchaser is a party will be, when delivered to the Company, has been duly executed and delivered by PurchaserXxxxxxxxx, and, and (assuming due authorization of each other party theretoauthorization, will constitute execution, and delivery by the Company) this Agreement constitutes a legal, valid valid, and binding obligation of Purchaser, Purchaser enforceable against Purchaser in accordance with the terms hereto its terms. When each other Transaction Document to which Purchaser is or will be a party has been duly executed and delivered by Purchaser (assuming due authorization, execution, and delivery by each other party thereto), except as such enforcement may be limited by the General Enforceability ExceptionsTransaction Document will constitute a legal and binding obligation of Purchaser enforceable against it in accordance with its terms.