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

Organization and Authority of Seller; Enforceability. Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. 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 Contemplated 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 Contemplated Transactions have been duly authorized by all requisite 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, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity (the “Bankruptcy Exception”).

Organization and Authority of Seller; Enforceability. Seller is a corporation duly organized, validly existing and in good standing under the laws of its 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 organizationthe 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 Contemplated 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 Closingtransactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the Contemplated Transactions transactions contemplated hereby have been duly authorized by all requisite actions 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, terms except (i) as may be limited by any applicable 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 (ii) as limited by general principles laws relating to the availability of equity (the “Bankruptcy Exception”)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 its the state of 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 organizationthe 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 Contemplated 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 Closingtransactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the Contemplated Transactions transactions contemplated hereby have been duly authorized by all requisite actions 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, terms except (i) as may be limited by any applicable 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 (ii) as limited by general principles laws relating to the availability of equity (the “Bankruptcy Exception”)specific performance, injunctive relief, or other equitable remedies.

Organization and Authority of Seller; Enforceability. Seller Each member of the Parent Group is 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 its jurisdiction of incorporation, formation or organization, as applicable. Each of Parent and 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 Contemplated 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 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 Contemplated Transactions have been duly authorized by all requisite actions 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 as may be limited by any subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other moratorium and similar laws Laws affecting the enforcement of creditors’ rights generally or by 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 (the “Bankruptcy Exceptionand Equity Exceptions”).