Common use of Organization and Standing; Power and Authority Clause in Contracts

Organization and Standing; Power and Authority. (i) CTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to operate the Business, to own or lease the Acquired Assets, to carry on the Business as now being conducted, and to make and perform this Agreement, and the transactions and other agreements and instruments contemplated by this Agreement. CTI has no subsidiary corporations and owns no interest, direct or indirect, in any other business enterprise, firm or corporation. CTI is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect upon the Business or the Acquired Assets. (ii) This Agreement, and all other agreements and instruments to be executed and delivered by CTI in connection herewith, when executed and delivered by CTI, shall have been duly executed and delivered by CTI. This Agreement and the transactions and other agreements and instruments contemplated hereby for CTI have been duly approved by the Directors and sole stockholder of CTI, subject to approval by the requisite number of stockholders of Buffton, and constitute, or shall constitute, the valid and binding obligations of CTI, enforceable in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization or other laws of general application affecting the rights of creditors generally or by general principals of equity ("Debtor Relief Laws"). ------------------ (iii) Summatronix is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to operate its business, to own or lease its assets, to carry on its business as now being conducted, and to make and perform this Agreement, and the transactions and other agreements and instruments contemplated by this Agreement. Summatronix is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect upon its business or its assets. (iv) This Agreement, and all other agreements and instruments to be executed and delivered by Summatronix in connection herewith, when executed and delivered by Summatronix, shall have been duly executed and delivered by Summatronix. This Agreement and the transactions and other agreements and instruments contemplated hereby for Summatronix have been duly approved by the Directors and sole stockholder of Summatronix, subject to approval by the requisite number of stockholders of Buffton, and constitute, or shall constitute, the valid and binding obligations of Summatronix, enforceable in accordance with their respective terms, except to the extent that enforceability may be limited by Debtor Relief Laws. (v) Buffton is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to make and perform this Agreement, and the transactions and other agreements and instruments contemplated by this Agreement for execution or performance by Buffton or to which Buffton is a party. (vi) This Agreement, and all other agreements and instruments to be executed and delivered by Buffton in connection herewith, when executed and delivered by Buffton, shall have been duly executed and delivered by Buffton. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the directors of Buffton, subject to approval by the requisite number of stockholders of Buffton, and constitute the valid and binding obligations of Buffton, enforceable in accordance with their respective terms, except to the extent that enforceability may be limited by Debtor Relief Laws.

Organization and Standing; Power and Authority. (ia) CTI Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, and has Delaware with full corporate limited liability company power and authority to own, lease, use and operate the Business, to own or lease the Acquired Assets, to carry on the Business as now being conducted, its properties and to make conduct its business as and perform this Agreementwhere now owned, leased, used, operated and the transactions and other agreements and instruments contemplated by this Agreementconducted. CTI has no subsidiary corporations and owns no interest, direct or indirect, in any other business enterprise, firm or corporation. CTI Seller is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the property it owns, leases or operates, makes such qualification necessary, except where the failure to be so qualify qualified would not have a material adverse effect upon on the Business or ability of Seller to consummate the Acquired Assetstransactions contemplated hereby. (iib) Seller has all requisite power, right, legal capacity and authority to execute, deliver and perform this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions and perform Seller’s obligations contemplated hereby and thereby. Seller has taken all actions or proceedings required to be taken by or on the part of Seller to authorize and permit the execution and delivery by Seller of this Agreement and the Ancillary Documents to which Seller is a party and the consummation and performance by Seller of the transactions and obligations contemplated hereby or xxxxxxx.Xx other action on the part of Seller (or any of the equityholders of Seller) is necessary to authorize this Agreement and the Ancillary Documents to which Seller is a party or the consummation of the transactions contemplated by this Agreement. This AgreementAgreement has been, and all other agreements and instruments each of the Ancillary Documents to be executed and delivered by CTI in connection herewithSeller at the Closing shall be, when duly and validly executed and delivered by CTISeller and, shall have been duly executed assuming due execution and delivered delivery by CTI. This Agreement and the transactions and other agreements and instruments contemplated hereby for CTI have been duly approved by the Directors and sole stockholder of CTIBuyer (if Buyer is a party thereto), subject to approval by the requisite number of stockholders of Buffton, and constitute, or shall constitute, the constitute a valid and binding obligations obligation of CTISeller, enforceable against Seller in accordance with their respective terms, except to the extent that enforceability such enforcement may be limited by subject to applicable bankruptcy, receivershipinsolvency, moratoriumreorganization, conservatorship, reorganization moratorium or other laws of general application affecting the similar Laws now or hereafter in effect relating to creditors’ rights of creditors generally or by general principals of equity ("Debtor Relief Laws"). ------------------ (iii) Summatronix is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to operate its business, to own or lease its assets, to carry on its business as now being conducted, and to make and perform this Agreementgenerally, and the transactions remedy of specific performance and injunctive and other agreements and instruments contemplated by this Agreement. Summatronix is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect upon its business or its assets. (iv) This Agreement, and all other agreements and instruments to forms of equitable relief may be executed and delivered by Summatronix in connection herewith, when executed and delivered by Summatronix, shall have been duly executed and delivered by Summatronix. This Agreement and the transactions and other agreements and instruments contemplated hereby for Summatronix have been duly approved by the Directors and sole stockholder of Summatronix, subject to approval by the requisite number of stockholders of Buffton, equitable defenses and constitute, or shall constitute, the valid and binding obligations of Summatronix, enforceable in accordance with their respective terms, except to the extent that enforceability discretion of the court before which any proceeding therefore may be limited by Debtor Relief Lawsbrought. (v) Buffton is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to make and perform this Agreement, and the transactions and other agreements and instruments contemplated by this Agreement for execution or performance by Buffton or to which Buffton is a party. (vi) This Agreement, and all other agreements and instruments to be executed and delivered by Buffton in connection herewith, when executed and delivered by Buffton, shall have been duly executed and delivered by Buffton. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the directors of Buffton, subject to approval by the requisite number of stockholders of Buffton, and constitute the valid and binding obligations of Buffton, enforceable in accordance with their respective terms, except to the extent that enforceability may be limited by Debtor Relief Laws.

Organization and Standing; Power and Authority. (i) CTI Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Colorado and has full corporate power and authority to operate the Business, to own or lease the Acquired Assets, and to carry on the Business as now being conducted, . Seller and Xxxxxx have all requisite power and authority to make enter into and perform this Agreement, Agreement and the transactions and other agreements and instruments contemplated by this Agreement. CTI Except as disclosed on Section 4.1(a) of the Disclosure Schedule entitled "Affiliate Companies," Seller has no subsidiary corporations and corporations, owns no interest, direct or indirect, in any other business enterprise, firm or corporation, and is the only business enterprise, firm or corporation through which the Business (or any business operated by Xxxxxx competing with or similar to the Business) is conducted, or which owns, leases or uses assets related to the Business. CTI Except as set forth on Section 4.1(a) of the Disclosure Schedule entitled "Affiliate Companies," Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would be reasonably likely to have a material adverse effect upon Seller's condition (financial or otherwise), business, assets, properties, operations or prospects relating to the Business, taken as a whole (other than any change, effect, event or condition generally applicable to the industry in which the Business operates or changes in general economic conditions) ("Material Adverse Change"), being the Acquired Assets. (ii) State of New Jersey. This Agreement, Agreement and all other agreements and instruments to which Seller is a party and executed and delivered or to be executed and delivered by CTI Seller and Xxxxxx in connection herewithherewith (collectively, when executed and delivered by CTIthe "Transaction Documents") have been, shall have been or upon execution thereof will be, duly executed and delivered by CTISeller, as the case may be. This Agreement and the transactions and other agreements and instruments contemplated hereby for CTI The Transaction Documents have been duly approved by the Directors and sole stockholder shareholders of CTISeller and, subject to approval assuming the due authorization, execution and delivery by the requisite number of stockholders of BufftonBuyer, and constitute, or shall constitute, constitute the valid and binding obligations of CTISeller and Xxxxxx, enforceable in accordance with their respective terms, except to the extent that as enforceability may be limited by bankruptcy, receivershipinsolvency, moratoriumreorganization, conservatorshipmoratorium and other similar laws and equitable principles relating to or limiting creditors rights and remedies generally, reorganization or other laws and except that the availability of general application affecting equitable remedies, including specific performance, is subject to the rights of creditors generally or by general principals of equity ("Debtor Relief Laws"). ------------------ (iii) Summatronix is a corporation duly organized, validly existing and in good standing under the laws discretion of the State of Delaware, and has full corporate power and authority to operate its business, to own or lease its assets, to carry on its business as now being conducted, and to make and perform this Agreement, and the transactions and other agreements and instruments contemplated by this Agreement. Summatronix is qualified to do business and is in good standing in each jurisdiction in court before which the failure to so qualify would have a material adverse effect upon its business or its assets. (iv) This Agreement, and all other agreements and instruments to be executed and delivered by Summatronix in connection herewith, when executed and delivered by Summatronix, shall have been duly executed and delivered by Summatronix. This Agreement and the transactions and other agreements and instruments contemplated hereby for Summatronix have been duly approved by the Directors and sole stockholder of Summatronix, subject to approval by the requisite number of stockholders of Buffton, and constitute, or shall constitute, the valid and binding obligations of Summatronix, enforceable in accordance with their respective terms, except to the extent that enforceability any proceeding therefor may be limited by Debtor Relief Lawsbrought. (v) Buffton is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to make and perform this Agreement, and the transactions and other agreements and instruments contemplated by this Agreement for execution or performance by Buffton or to which Buffton is a party. (vi) This Agreement, and all other agreements and instruments to be executed and delivered by Buffton in connection herewith, when executed and delivered by Buffton, shall have been duly executed and delivered by Buffton. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the directors of Buffton, subject to approval by the requisite number of stockholders of Buffton, and constitute the valid and binding obligations of Buffton, enforceable in accordance with their respective terms, except to the extent that enforceability may be limited by Debtor Relief Laws.