Common use of Organization and Authority of the Purchaser Clause in Contracts

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement. The execution and delivery by the Purchaser of this Agreement and the Registration Rights Agreement to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon its execution the Registration Rights Agreement to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes, and upon its execution the Registration Rights Agreement to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations underunder this Agreement and the Ancillary Agreements, and to consummate the transactions contemplated by, this Agreement and the Registration Rights AgreementTransactions. The execution and delivery by the Purchaser of this Agreement and the Registration Rights Agreement Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon its their execution the Registration Rights Agreement Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the CompanySeller) this Agreement constitutes, and upon its their execution the Registration Rights Agreement Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement to which it is a party, Employment Agreements and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights AgreementEmployment Agreements. The execution and delivery by the Purchaser of this Agreement and the Registration Rights Agreement Employment Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon its execution of the Registration Rights Agreement to which the Purchaser is a party Employment Agreements shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the CompanySellers) this Agreement constitutes, and upon its execution of the Registration Rights Agreement to which the Purchaser is a party Employment Agreements shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations underunder this Agreement and the Ancillary Agreements, and to consummate the transactions contemplated by, this Agreement and the Registration Rights AgreementTransactions. The execution and delivery by the Purchaser of this Agreement and the Registration Rights Agreement Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon its their execution the Registration Rights Agreement Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by each of the CompanySellers) this Agreement constitutes, and upon its their execution the Registration Rights Agreement Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of the British Virgin Islands Delaware and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations underunder this Agreement and the Ancillary Agreements to which it is a party, and to consummate the transactions contemplated by, this Agreement and the Registration Rights AgreementTransactions. The execution and delivery by the Purchaser of this Agreement and the Registration Rights Agreement Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate company action on the part of the Purchaser. This Agreement has been, and upon its their execution the Registration Rights Agreement Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by each of the Company) Sellers and other parties thereto), subject to the approval of the Bankruptcy Court, this Agreement constitutes, and upon its their execution the Registration Rights Agreement Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.

Organization and Authority of the Purchaser. The Purchaser is a corporation company duly organized, validly existing and in good standing under the laws of the British Virgin Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement to which it is a partyOther Share Purchase Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and or the Registration Rights AgreementOther Share Purchase Agreements. The execution and delivery by the Purchaser of this Agreement and the Registration Rights Agreement to which it is a partyOther Share Purchase Agreements, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon its execution the Registration Rights Agreement to which the Purchaser is a party shall have been, been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the CompanySellers) this Agreement constitutes, and upon its execution the Registration Rights Agreement to which the Purchaser is a party shall constitute, constitutes legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective its terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Seychelles Islands and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights AgreementTransaction Documents. The execution and delivery by the Purchaser of this Agreement and the Registration Rights Agreement Transaction Documents to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon its execution the Registration Investor’s Rights Agreement to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes, and upon its execution the Registration Investor’s Rights Agreement to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights AgreementAncillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Registration Rights Agreement Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon its their execution the Registration Rights Agreement Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the CompanySeller) this Agreement constitutes, and upon its their execution the Registration Rights Agreement Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the British Virgin Islands Oregon and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights AgreementAncillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Registration Rights Agreement Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon its their execution the Registration Rights Agreement Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the CompanySeller) this Agreement constitutes, and upon its their execution the Registration Rights Agreement Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.