Common use of Organization and Authority of Purchaser Clause in Contracts

Organization and Authority of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the state of Oregon. Purchaser has full corporate power and authority to enter into and perform its obligations under this Agreement and the Ancillary Documents to which it is a party, the performance by Purchaser of its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and any Ancillary Document to which it is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms. When each Ancillary 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), such Ancillary Document will constitute a legal and binding obligation of Purchaser enforceable against it in accordance with its terms.

Organization and Authority of Purchaser. Purchaser is a corporation duly organizedlimited liability company, validly existing and in good standing under the Laws of the state of Oregon. Purchaser Delaware and has full all necessary corporate power and authority to enter into carry on its business as currently conducted and perform to own and operate its obligations under properties and assets. The execution and delivery by Purchaser of this Agreement and the Ancillary Documents Agreements to which it is a party, the performance by Purchaser of its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and any Ancillary Document to which it is a party thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or similar action on the part of Purchaser, and no other actions or proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. This Agreement has been been, and, upon their execution, the Ancillary Agreements to which Purchaser is a party shall be, duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by each other party heretoSellers and Seller Representative) this Agreement constitutes constitutes, and, upon their execution, the Ancillary Agreements to which Purchaser is a party shall constitute, the legal, valid and binding obligation obligations of Purchaser Purchaser, enforceable against Purchaser in accordance with its their respective terms. When each Ancillary Document , subject 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), such Ancillary Document will constitute a legal and binding obligation of Purchaser enforceable against it in accordance with its termsthe Enforceability Limitations.

Organization and Authority of Purchaser. Purchaser is a corporation duly organized, validly existing existing, and in good standing under the Laws laws of the state State of Oregon. Purchaser Nevada and has full all necessary corporate power and authority to enter into this Agreement and perform the Ancillary Agreements to which it is a party, to carry out its obligations under this Agreement and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Ancillary Documents Agreements to which it is a party, the performance by Purchaser of its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of under this Agreement and any Ancillary Document to which it is a party thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of PurchaserPurchaser and (if applicable) its stockholders. This Agreement has been been, and upon their execution the Ancillary Agreements to which Purchaser is a party shall have been, duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by each other party heretoSeller) this Agreement constitutes constitutes, and upon their execution the Ancillary Agreements to which Purchaser is a party shall constitute, legal, valid valid, and binding obligation obligations of Purchaser Purchaser, enforceable against Purchaser in accordance with its terms. When each Ancillary 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), such Ancillary Document will constitute a legal and binding obligation of Purchaser enforceable against it in accordance with its their respective terms.

Organization and Authority of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the Laws laws of the state State of Oregon. Purchaser Delaware and has full all requisite corporate power and authority to enter into execute and deliver this Agreement and each Ancillary Agreement to which Purchaser is a party, to perform its obligations under hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the each Ancillary Documents Agreement to which it Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and any Ancillary Document to which it is a party thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate the board of directors of Purchaser, with no other action on the part of PurchaserPurchaser being necessary therefor. This Agreement and each Ancillary Agreement to which Purchaser is a party has been (or with respect to any Ancillary Agreements to be executed at the Closing, will be) duly and validly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by each the other party heretoparties thereto) this Agreement constitutes or will, upon execution, constitute a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms. When each Ancillary Document to , except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which Purchaser is affect the enforcement of creditors’ rights generally or will be a party has been duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation ii) general principles of Purchaser enforceable against it in accordance with its termsequity.