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 Nevada. Seller has full corporate power and authority to enter into this Agreement and the Ancillary 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 Ancillary 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, and (assuming due authorization, execution and delivery by Buyer) 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, execution and delivery by each other party thereto), the 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 NevadaArizona. Seller has full corporate power and authority to enter into this Agreement and the Ancillary 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 Ancillary 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. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary 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), the Ancillary 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 Nevada. Western Australia, in the country of Australia, Seller has full corporate power and authority to enter into this Agreement and the Ancillary 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 Ancillary 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. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary 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), the Ancillary 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. If applicable to any Seller, such Seller is a corporation legal entity duly organizedorganized or incorporated, validly existing and in good standing under the Laws of the state of Nevadaorganization or incorporation. Such Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which such 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 such Seller of this Agreement and any Ancillary Document to which such Seller is a party, the performance by such 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, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms. When an each Ancillary Document to which such Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorizationsuch Seller, execution and delivery by each other party thereto), the such Ancillary Document will constitute a legal and binding obligation of such 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 NevadaTexas. Seller has full corporate power and authority to enter into this Agreement and the Ancillary 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 Ancillary 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. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary 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), the Ancillary 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 State of NevadaDelaware. Seller has full corporate power and authority to enter into this Agreement and the Ancillary 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 Ancillary 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. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary 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), the Ancillary such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, subject, as to enforcement, to the Remedies Exception.

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 Nevada. Seller has full corporate preamble, with the power and authority to enter into this Agreement and the Ancillary Documents to which Seller is a party, 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 Agreement and any Ancillary 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 required limited liability company action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid and legally binding obligation of Seller enforceable against Seller in accordance with its terms. When an 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, execution execution, and delivery by each other party thereto), the such Ancillary Document will constitute a legal and binding obligation of Seller or that Company, 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 NevadaWyoming. Seller has full corporate limited liability company power and authority to enter into this Agreement and the Ancillary Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebycontemplated. The execution and delivery by Seller of this Agreement and any Ancillary 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. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an 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), the 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 NevadaDelaware. Seller has full corporate power and authority to enter into this Agreement and the Ancillary 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 Ancillary 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, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an each other 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), the 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 limited liability company, duly organized, validly existing and in good standing under the Laws of the state State of NevadaDelaware. Seller has full corporate power and authority to enter into this Agreement and the Ancillary 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 Ancillary 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, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorizationSeller, execution and delivery by each other party thereto), the such Ancillary Document will constitute a legal and binding obligation of Seller Seller, enforceable against it in accordance with its terms.

Organization and Authority of Seller. Seller is a corporation sub-trust of a trust duly organized, validly existing and in good standing under the Laws of the state of NevadaCayman Islands. Seller has full corporate power and authority to enter into this Agreement and the Ancillary 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 Ancillary 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. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by BuyerBuyer and the Company) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary 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), the Ancillary 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 laws of the state State of Nevada. Seller Indiana, and has full corporate all requisite power and authority to enter into own, lease and operate its properties, to execute and deliver this Agreement and each other agreement, instrument or document to be executed and delivered by Seller pursuant hereto (collectively, the Ancillary Documents to which Seller is a party"Related Agreements"), to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and Ancillary Document to which Seller is a partythe Related Agreements by Seller, the performance of this Agreement and the Related Agreements by Seller of its obligations hereunder and thereunderSeller, and the consummation by Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized autho­rized by all requisite corporate necessary action on the part of SellerSeller and no other proceeding on the part of Seller is necessary to authorize this Agreement or the Related Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller, Seller and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, the valid and binding obligation of Seller 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, Upon its execution and delivery by Seller, each other party thereto), the Ancillary Document Related Agreement will constitute a legal the valid and binding obligation of Seller Seller, enforceable against it Seller 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 NevadaDelaware. Seller has full corporate power and authority to enter into this Agreement and the Ancillary 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 Ancillary 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, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid valid, and binding obligation of Seller enforceable against Seller in accordance with its terms. When an each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution execution, and delivery by each other party thereto), the 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. Each Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the state of Nevada. Seller has its organization and is duly authorized to transact business within the state where its Assets are located with full corporate 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 the Ancillary Documents all deeds, bills of sale, assignments, agreements, sale closing statements and other instruments and documents to which be executed and delivered by each 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 Ancillary Document to which Seller is a party(collectively, the performance by “Seller of its obligations hereunder and thereunder, Documents”) and the consummation by Seller sale to Purchaser of the transactions contemplated hereby and thereby Assets to be sold by it have been duly authorized by all requisite corporate company action on the part of Seller. This The Agreement has been duly executed and delivered by Sellerconstitutes, and (assuming due authorizationall other Seller Documents will constitute, execution and delivery by Buyer) this Agreement constitutes a the legal, valid and binding obligation obligations of each Seller who is a party thereto, enforceable against that Seller in accordance with its their respective terms. When an Ancillary Document Each Seller has received all necessary consents to enter into the Seller Documents to which Seller it is or will be a party and to consummate the transaction contemplated hereby. Each Seller has been duly executed full power and delivered by Seller authority (assuming due authorizationcompany and other) to own, execution lease, use and delivery by each other party thereto)operate its properties and to conduct the Business as and where now owned, the Ancillary Document will constitute a legal leased, used and binding obligation of Seller enforceable against it in accordance with its termsconducted.