Common use of Organization and Authority of Seller; Enforceability Clause in Contracts

Organization and Authority of Seller; Enforceability. Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder and in connection herewith, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder and in connection herewith have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder and in connection herewith constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

Organization and Authority of Seller; Enforceability. Seller is a corporation duly organized, validly existing and in good standing under the laws of the state The Commonwealth of DelawareMassachusetts. Seller has full corporate power and authority to enter into this Agreement and the documents required hereunder to be executed and delivered hereunder and in connection herewithby Seller (this Agreement collectively with such other documents, the “Seller Documents”), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and in connection herewith Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder and in connection herewith The Seller Documents have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder and in connection herewith Seller Documents constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

Organization and Authority of Seller; Enforceability. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state State of Delaware. The Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder and in connection herewithhereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby, and therebyto own all of its properties and to carry on its business as it is now being conducted. The execution, delivery and performance by the Seller of this Agreement and the documents to be delivered hereunder and in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of the Seller. This Agreement and the documents to be delivered hereunder and in connection herewith have been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder and in connection herewith constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms.

Organization and Authority of Seller; Enforceability. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the state of DelawareNew York and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its Business as currently conducted. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder and in connection herewithhereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate company action on the part of Seller. This Agreement and the documents to be delivered hereunder and in connection herewith have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder and in connection herewith constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

Organization and Authority of Seller; Enforceability. Seller is a corporation limited liability company duly organized, validly existing existing, and in good standing under the laws of the state of DelawareCalifornia. Seller has full corporate limited liability company power and authority to enter into this Agreement and the documents to be delivered hereunder and in connection herewithhereunder, to carry out its obligations hereunder and thereunder hereunder, and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery delivery, and performance by Seller of this Agreement and the documents to be delivered hereunder and in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Seller. This Agreement and the documents to be delivered hereunder and in connection herewith have been duly executed and delivered by Seller, and (and, assuming due authorization, execution execution, and delivery by Buyer) , this Agreement and the documents to be delivered hereunder and in connection herewith constitute legal, valid valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

Organization and Authority of Seller; Enforceability. Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of DelawareFlorida. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder and in connection herewithhereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller and Seller’s Board of Directors. The Purchased Assets do not constitute all or substantially all of the assets of Seller and accordingly the sale of the Purchased Assets and all of the other transactions contemplated in this Agreement do not require approval by the stockholders of Seller. This Agreement and the documents to be delivered hereunder and in connection herewith have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder and in connection herewith constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

Organization and Authority of Seller; Enforceability. Seller is a corporation duly organized, incorporated and registered in England & Wales with company number 06997431 and is validly existing and in good standing under the laws of the state of Delawarethereunder. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder and in connection herewithhereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder and in connection herewith have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder and in connection herewith constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, in each case, subject to bankruptcy, insolvency, reorganization, moratorium and similar requirements of general application relating to or affecting creditor’ rights and to general principles of equity.

Organization and Authority of Seller; Enforceability. The Seller is a corporation limited liability company duly organized, organized and validly existing and in good standing under the laws of the state State of DelawareOregon, and has the requisite power and authority to carry on the business of owning and operating the Solar Facility as it is now being conducted. Seller has full corporate right, capacity, power and authority to enter into this Agreement and the documents to be delivered hereunder and in connection herewithhereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder and in connection herewith have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder and in connection herewith constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

Organization and Authority of Seller; Enforceability. Seller is a corporation duly organized, validly existing and in good standing under the laws of the state State of DelawareOhio. Seller has and Stockholder have full corporate or individual, as the case may be, power and authority to enter into this Agreement and the documents to be delivered hereunder and in connection herewithhereunder, to carry out its or his, as the case may be, obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder and in connection herewith have been duly executed and delivered by SellerSeller and Stockholder, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder and in connection herewith constitute legal, valid and binding obligations of SellerSeller and Stockholder, enforceable against Seller and Stockholder in accordance with their respective terms.