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

Organization, Authority and Qualification of the Purchaser. The Purchaser is a general partnership, and on or prior to the Closing will be a corporation or a limited liability company, duly organized and validly existing under the laws of the State of Delaware and 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 or qualified would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The Purchaser has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on its part. This Agreement has been duly executed and delivered by the Purchaser and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by general principles of equity.

Organization, Authority and Qualification of the Purchaser. The Purchaser is a general partnership, and on or prior to the Closing will be a corporation or a limited liability companycompany duly organized, duly organized and validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization and has all necessary limited liability company power and authority to enter into this Agreement and the 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 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 licensed, qualified or qualified 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. The , the Plan and the Ancillary Agreements to which the Purchaser has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated herebyis a party. The execution and delivery by the Purchaser of this Agreement by and the PurchaserAncillary 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 action on its partthe part of the Purchaser. This Agreement has been been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligation obligations of the Purchaser Purchaser, enforceable against the Purchaser in accordance with its their respective terms, except as subject to the enforceability thereof may be limited by effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' ’ rights generally or by and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Organization, Authority and Qualification of the Purchaser. The Purchaser is a general partnershipcorporation duly organized, and on or prior to the Closing will be a corporation or a limited liability company, duly organized and validly existing and (where applicable) in good standing under the laws Laws of the State jurisdiction of Delaware its organization and has all necessary corporate power and authority to enter into this Agreement and the other 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 (where applicable) 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 licensed, qualified or qualified in good standing would not reasonably be expected to materially and adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The Purchaser has all necessary power Agreement and authority the other Transaction Documents to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated herebywhich it is a party. The execution and delivery by the Purchaser of this Agreement by and the Purchaserother 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 its partthe part of the Purchaser. This Agreement has been been, and prior to the Closing, the other Transaction Documents to which it is a party will be, duly executed and delivered by the Purchaser Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes and, when executed, the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of the Purchaser Purchaser, enforceable against the Purchaser in accordance with its terms, except as the enforceability thereof may be limited by subject to bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally or by and to general principles of equityequitable principles.

Organization, Authority and Qualification of the Purchaser. The Purchaser is a general partnership, and on or prior to the Closing will be a corporation or a limited liability companycorporation, duly organized and validly existing under the laws of the State of Delaware and 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 or qualified would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The Purchaser has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on its part. This Agreement has been duly executed and delivered by the Purchaser and (assuming due authorization, execution and delivery by the SellerParent Entities and the Sellers) this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by general principles of equity.

Organization, Authority and Qualification of the Purchaser. The Purchaser is a general partnership, and on or prior to the Closing will be a corporation or a limited liability company, duly organized and validly existing under the laws of the State of Delaware and 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 or qualified would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The Purchaser has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on its part. This Agreement has been duly executed and delivered by the Purchaser and (assuming due authorization, execution and delivery by the SellerParent Entities and the Sellers) this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by general principles of equity.

Organization, Authority and Qualification of the Purchaser. The Purchaser is a general partnership, and on or prior to the Closing will be a corporation or a limited liability companycompany duly organized, duly organized and validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transaction contemplated hereby. 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 where the failure to be so licensed or qualified would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The Purchaser has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions transaction contemplated hereby have been duly authorized by all requisite company action on the part of the Purchaser and its partmembers. This Agreement has been duly executed and delivered by the Purchaser Purchaser, and (assuming due authorization, execution and delivery by the Seller) , this Agreement constitutes a legal, valid and binding obligation obligations of the Purchaser Purchaser, enforceable against the Purchaser in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by general principles of equity.

Organization, Authority and Qualification of the Purchaser. The Purchaser is a general partnershiplimited liability company duly organized, validly existing, and on or prior to the Closing will be a corporation or a limited liability company, duly organized and validly existing in good standing under the laws of the State of Delaware and 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 or qualified would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The Purchaser has all necessary limited liability company power and authority to enter into this AgreementAgreement and the other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by the Purchaser of this Agreement by and the Purchaserother 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 action on its partthe part of the Purchaser. This Agreement has and the other Transaction Documents to which the Purchaser is a party have been duly executed and delivered by the Purchaser Purchaser, and (assuming due authorization, execution execution, and delivery by the SellerSeller and each applicable SPX Entity and Company Entity) this Agreement constitutes and each of the other Transaction Documents to which the Purchaser is a party constitute a legal, valid valid, and binding obligation of the Purchaser Purchaser, enforceable against the Purchaser in accordance with its their respective terms, except as subject to the enforceability thereof may be limited by effect of any applicable bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws Laws relating to or affecting creditors' ’ rights generally or by and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Organization, Authority and Qualification of the Purchaser. The Purchaser is a general partnershiplimited partnership duly organized, and on or prior to the Closing will be a corporation or a limited liability company, duly organized and validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transaction contemplated hereby. 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 where the failure to be so licensed or qualified would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The Purchaser has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions transaction contemplated hereby have been duly authorized by all requisite company action on the part of the Purchaser and its partmembers. This Agreement has been duly executed and delivered by the Purchaser Purchaser, and (assuming due authorization, execution and delivery by the Seller) , this Agreement constitutes a legal, valid and binding obligation obligations of the Purchaser Purchaser, enforceable against the Purchaser in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by general principles of equity.

Organization, Authority and Qualification of the Purchaser. The Purchaser is a general partnershipcorporation duly organized, and on or prior to the Closing will be a corporation or a limited liability company, duly organized and validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The Purchaser is duly licensed or qualified to do business and is in good standing (to the extent such concepts are recognized under applicable Law) 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 licensed, qualified or qualified in good standing would not adversely affect the Purchaser’s ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The Purchaser has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Purchaser of this Agreement by the PurchaserAgreement, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on its partthe part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes a legal, valid and binding obligation of the Purchaser Purchaser, enforceable against the Purchaser in accordance with its terms, except as terms subject to the enforceability thereof may be limited by effect of any applicable bankruptcy, insolvency (including Laws relating to fraudulent transfers), reorganization, moratorium or similar laws Laws affecting creditors' ’ rights generally or by and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity).