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 California and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets makes such licensing or qualification necessary, except where the failure to be so licensed, qualified, or in good standing would not have a Material Adverse Effect. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder 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 constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

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 California Oregon and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets makes such licensing or qualification necessary, except where the failure to be so licensed, qualified, or in good standing would not have a Material Adverse Effect. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder 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 constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Organization and Authority of Seller; Enforceability. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state State of California and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by itTexas. The Seller is duly licensed not required by the nature of its assets or qualified business to do business and is qualify as a foreign corporation in good standing in each jurisdiction in which the ownership of the Purchased Assets makes such licensing or qualification necessaryany other jurisdiction, except where the failure to be so licensed, qualified, or in good standing would not have a Material Adverse Effectas noted on Schedule 3.1 attached hereto. The Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby, and to own all of its properties and to carry on its business as it is now being conducted. The Seller has no subsidiaries and no direct or indirect ownership interest in any corporation, partnership, joint venture, limited liability company, limited liability partnership, associations or other entity. The Selling Stockholders are the sole shareholders of the Seller, and there are no securities of the Seller outstanding, including any outstanding subscriptions, options, warrants, convertible securities or other agreements or commitments obligating the Seller to issue or to transfer from treasury any additional shares of the Seller other than the shares owned by the Selling Stockholders. The execution, delivery and performance by the Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller. This Agreement and the documents to be delivered hereunder 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 constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesterms.

Organization and Authority of Seller; Enforceability. Seller is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of California and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets makes such licensing or qualification necessary, except where the failure to be so licensed, qualified, or in good standing would not have a Material Adverse Effectorganization. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated herebyContemplated Transactions; provided, however, that Seller shall seek approval (including the approval or deemed approval of the Contemplated Transactions by the Bankruptcy Court, “Bankruptcy Approval”) of the Contemplated Transactions by the Bankruptcy Court, and such Bankruptcy Approval shall have been granted prior to the Closing and shall be in effect and not subject to any stay pending appeal at the time of the Closing. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby Contemplated Transactions have been duly authorized by all requisite corporate action actions on the part of Seller. This Agreement and the documents to be delivered hereunder 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 constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms terms, except (i) as may be limited by applicable any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally, generally or by general principles of equity (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies“Bankruptcy Exception”).

Organization and Authority of Seller; Enforceability. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the state State of California and Ohio. Seller has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller. (b) Seller has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by itit and to carry on its business as it is currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership properties owned or leased by it or the operation of the Purchased Assets its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified, qualified or in good standing would not have a Material Adverse Effect. Seller has full corporate power . (c) Assuming due authorization, execution and authority to enter into delivery by Buyer, this Agreement constitutes a legal, valid and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “General Enforceability Exceptions”). This Agreement and the documents When each other Transaction Document to which Seller is or will be delivered hereunder have a party has been duly executed and delivered by Seller, and Seller (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder each other party thereto), such Transaction Document will constitute a legal, valid and binding obligations obligation of Seller, Seller enforceable against Seller it in accordance with their respective terms its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesGeneral Enforceability Exceptions.

Organization and Authority of Seller; Enforceability. Seller Each member of the Parent Group is a corporation duly organizedorganized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws Laws of the state its jurisdiction of California incorporation, formation or organization, as applicable. Each of Parent and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets makes such licensing or qualification necessary, except where the failure to be so licensed, qualified, or in good standing would not have a Material Adverse Effect. Seller has full corporate power and authority to enter into this Agreement and the documents Ancillary Documents to which it is a party to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by Seller each member of the Parent Group of this Agreement and the documents Ancillary Documents to be delivered hereunder to which such member of the Parent Group is a party and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all requisite corporate action on the part of Sellerthe applicable member of the Parent Group. This Agreement and the documents Ancillary Documents to be delivered hereunder to which a member of the Parent Group is a party have been duly executed and delivered by Sellersuch member of the Parent Group, and (assuming due authorization, execution and delivery by Buyer) WHP), this Agreement and the documents Ancillary Documents to be delivered hereunder to which such member of the Parent Group is a party constitute legal, valid and binding obligations of Sellersuch member of the Parent Group, enforceable against Seller such member of the Parent Group in accordance with their respective terms except (i) as limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or moratorium and similar Laws affecting the enforcement of creditors’ rights and remedies generally, and subject to general principles of equity applied in connection with any enforcement brought in a proceeding at law or in equity (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies“Bankruptcy and Equity Exceptions”).