Common use of Organization and Authority of Purchaser Clause in Contracts

Organization and Authority of Purchaser. Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement and the Escrow Agreements by Purchaser, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, subject as to enforcement, to (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (b) general principles of equity.

Organization and Authority of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation and has all necessary corporate power and authority to enter into this Agreement and the Escrow AgreementsAgreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Purchaser is duly licensed or qualified to do business and is in good standing in each other jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution Purchaser has all corporate authority and delivery of legal capacity to enter into this Agreement and each of the Escrow Agreements other agreements, instruments and documents required hereby to be executed and delivered by Purchaserit, the performance by Purchaser of to carry out its obligations hereunder and thereunder and the consummation by Purchaser of to consummate the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Purchaserthereby. This Agreement has been been, and upon execution and delivery thereof by Purchaser, each other agreement, instrument or document required hereby to be executed and delivered by Purchaser at the Closing will be, duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by SellerSellers or the other parties thereto, as applicable) this Agreement constitutes constitutes, or in the case of each agreement, instrument or document to be delivered at Closing, will constitute, legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, subject as to enforcement, to (ai) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (bii) general principles of equity.

Organization and Authority of Purchaser. (a) Purchaser is a corporation duly organizedformed, validly existing and in good standing under the laws of the jurisdiction of its organization Nevada and has all necessary corporate power and authority (i) to own, lease, and operate its properties, (ii) to carry on its business as it is now conducted, and (iii) to enter into this Agreement and the Escrow Agreementseach Ancillary Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction all jurisdictions in which the properties owned or leased by it or the operation of its business makes such licensing license or qualification necessaryis required, except to the extent that the for those jurisdictions in which failure to be do so licensed, qualified or in good standing would not adversely affect the ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. have a material adverse effect. (b) The execution and delivery of this Agreement and the Escrow Ancillary Agreements by Purchaser, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of Purchaser. . (c) This Agreement has been been, and upon their execution the Ancillary Agreements to which it is a party shall have been, duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes constitutes, and upon their execution the Ancillary Agreements shall constitute, legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its their respective terms, subject except as to enforcement, to (a) applicable such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereinafter in effect Laws affecting creditors’ rights generally and (b) or by general principles of equityequity (regardless of whether enforcement is sought in a proceeding in equity or at law).