Common use of Organization and Authority of Seller Clause in Contracts

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Idaho. Seller has full power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) 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 Purchase 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generally.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoDelaware. Seller has full corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it 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).

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoTexas. Seller has full corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, or other moratorium of similar laws affecting creditors rights generally and by general principles of equity regardless of whether enforcement is sought in a proceeding at law or relating equity. When each other Transaction Document to creditors’ rights generallywhich Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoNevada. Seller has full corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Ancillary Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, except as may be limited execution and delivery by bankruptcyeach other party thereto), insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generallythe Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state State of IdahoDelaware. Seller has full corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, except execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, subject, as may be limited by bankruptcyto enforcement, insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generallythe Remedies Exception.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Idaho. Seller has full power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) 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 Purchase 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights insolvency generally.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state State of IdahoFlorida. Seller Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the Province of British Columbia. Each of Seller and Seller Parent has full all necessary corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Ancillary Documents to which Seller or Seller Parent, as applicable, is a party, and (c) to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Seller and Seller Parent of this Purchase Agreement and any other Transaction Ancillary Document to which Seller or Seller Parent, as applicable, is a party, the performance by each of Seller and Seller Parent of its obligations hereunder and thereunder thereunder, and the consummation by each of Seller and Seller Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of SellerSeller and Seller Parent, as applicable. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Ancillary Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes a constitute legal, valid and binding obligation obligations of Seller and Seller Parent enforceable against Seller and Seller Parent in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting creditors’rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or relating to creditors’ rights generallyin equity).

Organization and Authority of Seller. Seller is a U.S. Citizen and a corporation duly organized, validly existing and in good standing under the Laws of the state State of IdahoNew York. Seller has full all necessary corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller it is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any the other Transaction Document Documents 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting or relating to creditors’ rights generally.generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it 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). Section 3.02

Organization and Authority of Seller. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state of Idaho. Seller Delaware and has full all necessary limited liability company power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase 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 limited liability company action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by BuyerBuyer and Innospec) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as may be limited by subject to bankruptcy, insolvency, moratoriumreorganization, or other moratorium and similar laws affecting or of general application relating to or affecting creditors’ rights generallyand to general equity principles (the “Enforceability Exceptions”). When each of the other Transaction Documents to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

Organization and Authority of Seller. Each Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the state of Idaho. Seller has its organization and is duly authorized to transact business within the state where its Assets are located with full power and authority to conduct the Business as now conducted, own the Assets and enter into and perform its obligations under this Agreement. The execution, delivery and performance by each Seller of 13 this Agreement and all deeds, bills of sale, assignments, agreements, sale closing statements and other instruments and documents to be executed and delivered by each Seller hereunder (acollectively, the “Seller Documents”) own, operate or lease and the properties and assets now owned, operated or leased sale to Purchaser of the Assets to be sold by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) 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 Purchase 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 company action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Sellerconstitutes, and (assuming due authorizationall other Seller Documents will constitute, execution and delivery by Buyer) each Transaction Document constitutes a the legal, valid and binding obligation obligations of each Seller who is a party thereto, enforceable against that Seller in accordance with their respective terms. Each Seller has received all necessary consents to enter into the Seller Documents to which it is a party and to consummate the transaction contemplated hereby. Each Seller has full power and authority (company and other) to own, lease, use and operate its termsproperties and to conduct the Business as and where now owned, except as may be limited by bankruptcyleased, insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generallyused and conducted.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Idahoits organization. Seller has full power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Ancillary Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as may be limited by (a) bankruptcy, insolvency, moratoriumreorganization, or moratorium and other similar laws of general application affecting or relating to enforcement of creditors’ rights generally, and (b) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (b) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Organization and Authority of Seller. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of its organization, as stated in the state of Idaho. Seller has full preamble, with the power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Ancillary Documents to which Seller is a party, and (c) 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 Purchase Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate required limited liability company action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and legally binding obligation of Seller enforceable against Seller in accordance with its terms. When each Ancillary Document to which Seller or either Company is or will be a party has been duly executed and delivered by Seller or that Company (assuming due authorization, except as may be limited execution, and delivery by bankruptcyeach other party thereto), insolvencysuch Ancillary Document will constitute a legal and binding obligation of Seller or that Company, moratorium, or other similar laws affecting or relating to creditors’ rights generallyenforceable against it in accordance with its terms.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state State of IdahoFlorida. Seller Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the Province of British Columbia. Each of Seller and Seller Parent has full all necessary corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Ancillary Documents to which Seller or Seller Parent, as applicable, is a party, and (c) to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Seller and Seller Parent of this Purchase Agreement and any other Transaction Ancillary Document to which Seller or Seller Parent, as applicable, is a party, the performance by each of Seller and Seller Parent of its obligations hereunder and thereunder thereunder, and the consummation by each of Seller and Seller Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of SellerSeller and Seller Parent, as applicable. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Ancillary Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes a constitute legal, valid and binding obligation obligations of Seller and Seller Parent enforceable against Seller and Seller Parent in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing existing, and in good standing under the Laws of the state State of IdahoDelaware. Seller has full all necessary corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) 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 Purchase Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Sellerconstitute legal, valid, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes a legal, valid and binding obligation obligations of Seller enforceable against Seller CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoDelaware. Seller has full corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Ancillary Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each other Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, except as may be limited execution and delivery by bankruptcyeach other party thereto), insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generallysuch Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Organization and Authority of Seller. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state of IdahoMississippi. Seller has full all necessary limited liability company power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller it is, or is specified to be, a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Seller of this Purchase Agreement and any the other Transaction Document Documents to which Seller it is, or is specified to be, a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate limited liability company action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming the other Transaction Documents to which it is, or is specified to be, a party, will be duly executed and delivered. Assuming due authorization, execution and delivery by Buyer) , this Agreement and each of the other Transaction Document Documents to which Seller is, or is specified to be, a party, constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state jurisdiction of Idahoits organization. Seller has full requisite power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a partyBusiness Transfer Agreement, and (c) to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document to which Seller is a partyBusiness Transfer Agreement, the performance by Seller of its obligations hereunder and thereunder hereunder, 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Business Transfer Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) each Transaction Document this Business Transfer Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, fraudulent conveyance, arrangement, moratorium or other similar laws affecting or Laws relating to creditors’ or affecting the rights of creditors generally, or by general equitable principles (collectively, the “Enforceability Exceptions”). When each ancillary agreement to this Business Transfer Agreement to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution, and delivery by each other party thereto), such ancillary agreement will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state State of IdahoTexas. Seller has full corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, except as may be limited execution and delivery by bankruptcyeach other party thereto), insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generallysuch Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state State of Idaho. Seller Georgia and has full all necessary corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conductingconducted, (b) except where the failure to be validly existing and in good standing or to have such power and authority would not reasonably be expected to impair or delay Seller’s ability to consummate the transactions contemplated hereby. Seller has all necessary corporate power and authority to enter into this Purchase Agreement and the other Transaction Documents to which Seller is a partyAgreement, and (c) to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document to which Seller is a partyAgreement, the performance by Seller it of its obligations hereunder and thereunder and the consummation by Seller it of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoDelaware. Seller has full corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Ancillary Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid valid, and binding obligation of Seller enforceable against Seller in accordance with its terms. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, except as may be limited execution, and delivery by bankruptcyeach other party thereto), insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generallysuch Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Organization and Authority of Seller. Seller is a corporation limited liability company, duly organized, validly existing and in good standing under the Laws of the state State of IdahoDelaware. Seller has full power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Ancillary Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller, except as may be limited by bankruptcysuch Ancillary Document will constitute a legal and binding obligation of Seller, insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generallyenforceable against it in accordance with its terms.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoTennessee. Seller has full corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it 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).

Organization and Authority of Seller. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state of IdahoWyoming. Seller has full limited liability company power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Ancillary Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and therebycontemplated. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as may . When each Ancillary Document to which Seller is or will be limited a party has been duly executed and delivered by bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generallySeller such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoArizona. Seller has full corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, except as may be limited execution and delivery by bankruptcyeach other party thereto), insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generallysuch Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoDelaware. Seller has full all necessary corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase 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. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Organization and Authority of Seller. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state of IdahoUtah. Seller has full limited liability company power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Ancillary Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate limited liability company action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution, and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it 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).