Common use of Organization, Authorization and Enforceability Clause in Contracts

Organization, Authorization and Enforceability. (a) Each Standard Company is a corporation duly organized, validly existing and in good standing under the Laws of the province of its incorporation, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform its obligations under all Contracts. (b) Except as disclosed on Schedule 4.2(b), each Standard Company is duly qualified to do business as an extra-provincial corporation and is in good standing under the Laws of each other state or province in which qualification is required by applicable Law. (c) Each Standard Company has full corporate power and authority to execute and deliver this Agreement and each of its Closing Documents and to perform its obligations under this Agreement and each of its Closing Documents. (d) Each Standard Company’s execution, delivery and performance of this Agreement and each of its Closing Documents has been duly authorized by all necessary action required by its Organizational Documents and applicable Law. (e) This Agreement constitutes, and upon each Standard Company’s execution and delivery of its Closing Documents (and assuming due execution and delivery by the other party or parties, if any), each of its Closing Documents will constitute, a legal, valid and binding obligation of the Standard Company, enforceable against it in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Organization, Authorization and Enforceability. (a) Each Standard The Company is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the province State of its incorporationDelaware, with full corporate limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform its obligations under all Contracts. (b) Except as disclosed on Schedule 4.2(b), each Standard the Company is duly qualified to do business as an extra-provincial corporation a foreign limited liability company and is in good standing under the Laws of each other state or province jurisdiction in which qualification is required by applicable Law. (c) Each Standard The Company has full corporate limited liability company power and authority to execute and deliver this Agreement and each of its Closing Documents and to perform its obligations under this Agreement and each of its Closing Documents. (d) Each Standard The Company’s execution, delivery and performance of this Agreement and each of its Closing Documents has been duly authorized by all necessary action required by its Organizational Documents and applicable Law. (e) This Agreement constitutes, and upon each Standard the Company’s execution and delivery of its Closing Documents (and assuming due execution and delivery by the other party or parties, if any), each of its Closing Documents will constitute, a legal, valid and binding obligation of the Standard Company, enforceable against it in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Organization, Authorization and Enforceability. (a) Each Standard The Company is a corporation duly organized, validly existing and in good standing under the Laws of the province State of its incorporationNew Jersey, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform its obligations under all Contracts. (b) Except as disclosed on Schedule 4.2(b), each Standard the Company is duly qualified to do business as an extra-provincial a foreign corporation and is in good standing under the Laws of each other state or province jurisdiction in which qualification is required by applicable Law. (c) Each Standard The Company has full corporate power and authority to execute and deliver this Agreement and each of its Closing Documents and to perform its obligations under this Agreement and each of its Closing Documents. (d) Each Standard The Company’s execution, delivery and performance of this Agreement and each of its Closing Documents has been duly authorized by all necessary action required by its Organizational Documents and applicable Law. (e) This Agreement constitutes, and upon each Standard the Company’s execution and delivery of its Closing Documents (and assuming due execution and delivery by the other party or parties, if any), each of its Closing Documents will constitute, a legal, valid and binding obligation of the Standard Company, enforceable against it in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).