Common use of Organization and Standing Clause in Contracts

Organization and Standing. Buyer is a corporation validly existing and in good standing under the laws of Delaware, and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of Delaware, and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power and authority to carry on its business as it is now being conductedconducted and to own, lease and operate all of its properties and assets.

Organization and Standing. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to own its properties and to carry on its business as it is now being conductedconducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed would have a material adverse effect on Buyer’s business taken as a whole.

Organization and Standing. The Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, Agreement and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conductedunder this Agreement.

Organization and Standing. Buyer is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under the laws of Delaware, and such laws. Buyer has all requisite corporate power to enter into this Agreement, to perform own and operate its obligations hereunder, properties and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power assets and to carry on its business as currently conducted and as proposed to be conducted. Buyer is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which it is now being conductedconducts business, except for those jurisdictions where the failure to so qualify would not have a material adverse effect on Buyer.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has all requisite corporate full power and authority to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on conduct its business as it is now being conductedpresently conducted and to own its assets and properties as presently owned.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delawarethe State of Delaware and is duly qualified to do business and in good standing in each jurisdiction in which such qualification is necessary for Buyer to own its assets and conduct its business. Prior to Closing, Buyer will be qualified to do business in the States of Arkansas and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated herebyLouisiana. Buyer has the requisite corporate full power to own, lease, and operate its properties and to carry on its business as it such is now being conducted.

Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has having all requisite corporate power to enter into this Agreement, and authority to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conductedunder this Agreement.

Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power and corporate authority to carry on its business as it is now being conductedpurchase the Assets.

Organization and Standing. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power and authority to enter into this Agreementown, to perform lease and otherwise hold and operate its obligations hereunder, properties and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power other assets and to carry on its business as it is now being conducted, except where the failure to be so incorporated, existing or in good standing or to have such corporate power and authority would not have, individually or in the aggregate, a material adverse effect on the business, results of operations, or financial condition of Buyer and its Subsidiaries taken as a whole.

Organization and Standing. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, Agreement and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite with full corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power authority to carry on its business as it is now being conductedand to enter into and carry out the terms of this Agreement.

Organization and Standing. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power and corporate authority to enter into this AgreementAgreement and each other agreement, document and instrument to perform its obligations hereunder, be executed or delivered by Buyer in accordance with this Agreement (the "Buyer Documents") and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conductedhereby and thereby.

Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, having full power and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power authority to carry on its business as it has been and is now being conducted.. The Buyer is duly qualified to do business and is in good standing in every jurisdiction in which its business requires such qualification,

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Copies of the Buyer's Articles of Incorporation and By-Laws, and has all requisite corporate power amendments thereof to enter into this Agreementdate, have been delivered to perform its obligations hereunderShareholders, and to carry out the transactions contemplated herebyare complete and correct. Buyer has the requisite corporate power and authority to carry on own the property and assets now owned by it and to conduct its business as it is now being conductedpresently conducted by it.

Organization and Standing. Buyer is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware, and Buyer has all the requisite power and authority (corporate power and otherwise) to enter into this Agreement, to perform own its obligations hereunder, properties and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on conduct its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power authority and is entitled to carry on its respective business as now being conducted by it and to own, lease or operate its respective properties as and in the places where such business is now being conductedconducted and properties are now owned, leased or operated.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power Buyer is qualified to enter into this Agreement, do business in each jurisdiction where such qualification is necessary and where the failure to perform its obligations hereunder, and to carry out the transactions contemplated herebybe so qualified would have a material adverse effect on Buyer. Buyer has the requisite corporate power and authority to carry on conduct its business as it is now being conducted, to own or lease the Purchased Assets and to use such Purchased Assets in the conduct of its business.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and . Buyer has all requisite corporate power and corporate authority to enter into this Agreement, to perform own and lease its obligations hereunder, assets and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power properties and to carry on its business as it and in the places such assets and properties are now owned or leased and where such business is now being presently conducted.

Organization and Standing. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate right, power and has all requisite corporate power authority to enter into and perform and do all things contemplated under this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. The Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, Agreement and to carry out the transactions contemplated herebyunder this Agreement. Buyer has the requisite corporate power to carry on its business as it is now being conducted.b.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of Delaware, the State of Delaware and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power and authority, to carry on conduct its business as it is now being presently conducted.

Organization and Standing. Buyer is a corporation limited partnership validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power authority to carry on its business as it is now being conducted. Buyer is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Organization and Standing. Buyer is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power and authority to enter into this Agreementown, to perform lease and operate its obligations hereunder, properties and to carry out on its businesses as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would neither have a Material Adverse Effect on Buyer nor materially impair or delay the ability of Buyer to consummate the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, the state of Delaware and is duly qualified to do business and in good standing in each other jurisdictions wherein the conduct of its business or the ownership or operation of its properties and assets requires such qualification. Buyer has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power authority to carry on its business as it has been and is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delawarethe State of Delaware with full power and authority (corporate and other), to own, lease, use, and has all requisite corporate power to enter into this Agreement, to perform operate its obligations hereunder, properties and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on conduct its business as it is and where now being owned, leased, used, operated and conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite the full and unrestricted right, capacity, power and authority (corporate power or otherwise) to carry on its business as currently conducted, to enter into this Agreement, to perform its obligations hereunder, Purchase Agreement and all Documents contemplated hereby and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conductedhereby and thereby.

Organization and Standing. Buyer is a corporation duly organized and validly existing and in good standing doing business under the laws of the State of Delaware, and Buyer has all the requisite power and authority (corporate power and otherwise) to enter into this Agreement, to perform own its obligations hereunder, properties and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on conduct its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power Buyer is qualified to enter into this Agreement, do business in each jurisdiction where such qualification is necessary and where the failure to perform its obligations hereunder, and to carry out the transactions contemplated herebybe so qualified would have a Material Adverse Effect on Buyer. Buyer has the requisite corporate power and authority to carry on conduct its business as it is now being conducted, to own or lease the Purchased Assets, to use such Purchased Assets in the conduct of its business, and to perform all of its obligations under the Transferred Contracts.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite full corporate power and authority to enter into this Agreementown, to perform lease and operate its obligations hereunder, properties and assets and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on conduct its business as it is now being presently conducted.

Organization and Standing. Buyer is a corporation validly duly organized and ------------------------- existing under, and by virtue of, the laws of the State of Delaware and is in good standing under the laws of Delaware, and such laws. Buyer has all requisite corporate power and authority to enter into this Agreement, to perform own and operate its obligations hereunder, properties and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power assets and to carry on its business as it presently conducted. Buyer is now being conductedpresently qualified to do business as a foreign corporation in California and there is no other jurisdiction in which the failure to be so qualified would have a material adverse effect on the business or financial condition of Buyer.

Organization and Standing. The Buyer is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware, and . The Buyer has all requisite full corporate power and authority to acquire, own, lease and operate the Assets to be conveyed to it, to carry on the Operations, to enter into this Agreement, Agreement and to perform all of its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware, U.S.A. and has all requisite the full and unrestricted corporate power and authority to enter into this Agreement, to perform its obligations hereunder, Agreement and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of Delaware, and . Buyer has all requisite full corporate power and authority to enter into this Agreement, Agreement and any other agreements and instruments contemplated by this Agreement (the “Transaction Documents”) and to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conductedhereunder and thereunder.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power authority to carry on its business as it is now being conducted. Buyer has all requisite power and authority to execute and deliver this Agreement and the Other Transaction Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby.

Organization and Standing. Buyer is a corporation duly organized, ------------------------- validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite full and unrestricted power and authority, corporate power or otherwise, to carry on its business as it is now being conductedenter into and perform the terms of this Agreement, the agreements and instruments referred to herein, and the transactions contemplated hereby and thereby.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and . Buyer has all the requisite corporate power and corporate authority to enter into and perform the terms of this Agreement, Agreement and the agreements and instruments to perform its obligations hereunder, be executed by Buyer and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conductedhereby and thereby.

Organization and Standing. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out on the transactions contemplated hereby. Buyer has the requisite corporate power Closing Date will be duly qualified to carry on its business as it is now being conductedin each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

Organization and Standing. Buyer is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power and authority to enter into this Agreementown, to perform lease and operate its obligations hereunder, properties and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power and authority to enter into this Agreementown, to perform lease and operate its obligations hereunder, properties and to carry out on its businesses as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would neither have a Material Adverse Effect on Buyer nor materially impair or delay the ability of Buyer to consummate the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite full and unrestricted power and authority, corporate power or otherwise, to carry on its business as it is now being conductedenter into and perform the terms of this Agreement, the agreements and instruments referred to herein, and the transactions contemplated hereby and thereby.

Organization and Standing. Buyer is a corporation validly ------------------------- existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power and authority to enter into this Agreementown, to perform lease and operate its obligations hereunder, properties and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of Delaware, and has all requisite corporate power and authority to enter into this Agreementown, to perform lease and operate its obligations hereunder, properties and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power assets and to carry on its business as it is now being conducted. All corporate actions taken by Buyer in connection with this Agreement will be duly authorized on or prior to the Closing and no further proceedings on the part of Buyer are necessary to approve and authorize the execution and delivery of this Agreement or the Ancillary Agreements and the performance of Buyer’s obligations hereunder and thereunder.

Organization and Standing. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on own, lease and operate its assets, properties and business and is duly qualified as it is now being conducteda foreign corporation in good standing under the laws of each state or jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power and authority necessary to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite full corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on conduct its business as it is now being conductedcurrently conducted and to own, lease and operate all its properties and assets.

Organization and Standing. Buyer is a corporation duly organized corporation, validly existing and in good standing under the laws of the State of Delaware, and . Buyer has all requisite corporate power and authority to enter into this Agreementown and operate its Assets, to perform its obligations hereunder, execute and deliver this Agreement and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conductedprovisions of this Agreement.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being currently conducted.

Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite the corporate power and authority to enter into this Agreement, to perform its obligations hereunder, own the Sale Assets and to carry out on the transactions contemplated hereby. Buyer has business of the requisite corporate power to carry on its business Sellers as it is now being conductedconducted and as proposed to be conducted by the Sellers between the date hereof and the Closing Date.

Organization and Standing. Buyer is a corporation duly organized corporation, validly existing and in good standing under the laws of the State of Delaware, and . Buyer has all requisite corporate power and authority to enter into this Agreementown and operate its Assets and to execute, to perform its obligations hereunder, deliver and to carry out the transactions provisions of this Agreement and the other agreements contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation limited partnership duly organized and validly existing and in good standing under the laws of the State of Delaware, and has all full requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power authority to carry on its business as currently conducted, and to own and operate the properties owned and operated by it and is now being conductedduly qualified or licensed to do business and is in good standing as a foreign corporation authorized to do business in all jurisdictions in which the character of the properties owned or the nature of the business conducted by it would make such qualification or licensing necessary.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, and . Buyer shall deliver to Seller at the Initial Closing a certificate of good standing from the appropriate government agency. Buyer has all requisite corporate power and authority and all requisite licenses, permits and franchises necessary to enter into this Agreementown, to perform lease and operate its obligations hereunder, properties and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power assets and to carry on its business in the manner and in the locations as it is now being presently conducted.

Organization and Standing. Buyer is a corporation duly organized and validly existing under and is in good standing under the laws of the State of Delaware, and . Buyer has all requisite corporate power to enter into this Agreement, to perform own and operate its obligations hereunderproperties and assets, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as presently conducted. Buyer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business conducted by it is now being conductedor the location of the properties owned or leased by it make such qualification necessary, except for jurisdictions in which the failure to so qualify would not have a Material Adverse Effect on Buyer.

Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate the power to enter into this Agreementown, to perform its obligations hereunderlease, and to carry out operate the transactions contemplated hereby. Buyer has the requisite corporate power properties it now owns, leases and operates, and to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate necessary power and authority to enter into this Agreementown, to perform lease or license its obligations hereunder, property and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on conduct its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power Buyer is qualified to enter into this Agreement, do business in each jurisdiction where such qualification is necessary and where the failure to perform its obligations hereunder, and to carry out the transactions contemplated herebybe so qualified would have a Material Adverse Effect on Buyer. Buyer has the requisite corporate power and authority to carry on conduct its business as it is now being conducted, to own or lease the Purchased Assets, and to use such Purchased Assets in the conduct of its business.

Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power and corporate authority to own, lease, and operate its properties and is duly authorized and licensed to carry on its business as it in the places where and in the manner in which its business is now presently being conducted.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has having all requisite corporate power to enter into this Agreement, and authority to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conductedunder this Agreement.

Organization and Standing. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has having all requisite corporate power to enter into this Agreement, and authority to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conductedunder this Agreement.

Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has Delaware having all requisite corporate power to enter into this Agreement, and authority to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conductedunder this Agreement.

Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, the State of Delaware and has all requisite corporate the full and unrestricted partnership power and authority to carry on its business as currently conducted, to enter into this Agreement, to perform its obligations hereunder, Purchase Agreement and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power to carry on its business as it is now being conducted.

Organization and Standing. Buyer is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite with full corporate power to enter into this Agreement, to perform its obligations hereunder, and to carry out the transactions contemplated hereby. Buyer has the requisite corporate power authority to carry on its business as it is now being conductedand to enter into and carry out the terms of this Agreement.