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 State of South Carolina and has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement by the Purchaser, 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 action on the part of the Purchaser. This Agreement and the Escrow Agreement have been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement and the Escrow Agreement constitute the 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 partnership duly organized, validly existing and in good standing under the laws of the State of South Carolina Delaware and has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement by the Purchaser, 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 action on the part of the Purchaser. This Agreement and the Escrow Agreement have been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement and the Escrow Agreement constitute the 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 State of South Carolina Delaware and has all necessary corporate power and authority to enter into this Agreement and the Escrow Restated LLC Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Restated LLC Agreement by the Purchaser, 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 action on the part of the Purchaser. This Agreement and the Escrow Restated LLC Agreement have been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement and the Escrow Restated LLC Agreement constitute the a legal, valid and binding obligations obligation 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 State of South Carolina and Colorado. The Purchaser has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreementother Alliance 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 execution and delivery of this Agreement and the Escrow Agreement other Alliance Agreements by the Purchaser, 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 action on the part of the Purchaser. This Agreement and the Escrow Agreement other Alliance Agreements have been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerCompany) this Agreement and the Escrow Agreement constitute the legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principals of equity.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of South Carolina and Colorado. The Purchaser has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreementother Alliance 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 execution and delivery of this Agreement and the Escrow Agreement other Alliance Agreements by the Purchaser, 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 action on the part of the Purchaser. This Agreement and the Escrow Agreement other Alliance Agreements have been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerCompany) this Agreement and the Escrow Agreement constitute the legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity.

Organization and Authority of the Purchaser. The Purchaser is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the State of South Carolina Delaware and has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Purchaser of this Agreement and the Escrow Agreement by the PurchaserAgreement, 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 action on the part of the Purchaser. This Agreement has been, and upon its execution the Escrow Agreement shall have been been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Sellerother Parties) this Agreement constitutes, and upon its execution the Escrow Agreement constitute shall constitute, the legal, valid and binding obligations of the Purchaser Purchaser, enforceable against the Purchaser in accordance with their respective termsterms subject to the Bankruptcy and Equity Exception.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of South Carolina Florida and has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement by the Purchaser, 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 action on the part of the Purchaser. This Agreement has been, and upon its execution, the Escrow Agreement have been will be, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon its execution the Escrow Agreement constitute the legalwill constitute, a valid and binding obligations obligation 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 State of South Carolina and Rico. The Purchaser has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreementother 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 the approval of the board of directors of the Purchaser, the execution and delivery by the Purchaser of this Agreement and the Escrow Agreement by the PurchaserAgreement, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby thereby, have been duly authorized by all requisite action on the part of the Purchaser. This Agreement and the Escrow Agreement have has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Company and the Seller) this Agreement and the Escrow Agreement constitute the legal, constitutes a valid and binding obligations of the obligation ofthe 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 State of South Carolina and has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement by the Purchaser, 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 action on the part of the Purchaser. This Agreement has been, and upon its execution the Escrow Agreement have been will be, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon its execution the Escrow Agreement constitute the will constitute, a legal, valid and binding obligations obligation 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 State of South Carolina Delaware and has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement by the Purchaser, 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 action on the part of the Purchaser. This Agreement has been, and upon its execution the Escrow Agreement have been will be, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon its execution the Escrow Agreement constitute the will constitute, a legal, valid and binding obligations obligation of the Purchaser enforceable against the Purchaser in accordance with their respective its terms.