Organization, Authorization; Enforcement; Validity Clause Samples

Organization, Authorization; Enforcement; Validity. Seller is a limited liability company duly formed and validly existing under the laws of the State of Delaware and has the requisite power and authority to enter into and perform its obligations under this Agreement and to sell the Securities in accordance with the terms hereof. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, including, without limitation, the sale of the Securities, have been duly authorized by Seller’s managing member and will not contravene any law applicable to Seller or the Securities, and no further filing, consent, or authorization is required by Seller or any other person in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby, including, without limitation, the sale of the Securities. This Agreement has been duly executed and delivered by Seller, and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Organization, Authorization; Enforcement; Validity. Buyer is a limited liability company duly formed and validly existing under the laws of the State of Delaware and has the requisite power and authority to enter into and perform its obligations under this Agreement and to purchase the Securities in accordance with the terms hereof. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby, including, without limitation, the purchase of the Securities, have been duly authorized and no further filing, consent, or authorization is required by Buyer or any other person or entity in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby, including, without limitation, the purchase of the Securities. This Agreement has been duly executed and delivered by Buyer, and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Organization, Authorization; Enforcement; Validity. The Seller is a company duly incorporated and validly existing under the laws of the Republic of the M▇▇▇▇▇▇▇ Islands and has the requisite power and authority to enter into and perform its obligations under this Agreement and to sell the Securities in accordance with the terms hereof. The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby, including, without limitation, the sale of the Securities, have been duly authorized by the Seller's board of directors and no further filing, consent, or authorization is required by the Seller, its board of directors or its stockholders. This Agreement has been duly executed and delivered by the Seller, and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Organization, Authorization; Enforcement; Validity iStar is duly organized, validly existing and in good standing (or the equivalent) under the Laws of its jurisdiction of organization. iStar has the requisite power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by iStar and the consummation by iStar of the transactions contemplated hereby have been duly authorized by iStar. This Agreement has been duly executed and delivered by iStar and is the legally valid and binding obligation of iStar, enforceable against iStar in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles affecting enforceability.

Organization, Authorization; Enforcement; Validity. Issuer and each of its Subsidiaries is duly organized, validly existing and in good standing (or the equivalent) under the Laws of its jurisdiction of organization and is duly qualified to do business in each additional jurisdiction where the failure to so qualify could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the authority or ability of Issuer to perform its obligations hereunder or (ii) the business, properties, assets, liabilities or financial condition of Issuer and its Subsidiaries, taken as a whole (an “Issuer Material Adverse Effect”). Issuer and each of its Subsidiaries has all requisite organizational powers to own its properties and to carry on its business as now being conducted and as proposed to be conducted, other than such powers the absence of which has not had and could not reasonably be expected to have an Issuer Material Adverse Effect. The execution, delivery and performance of this Agreement by Issuer and the consummation by Issuer of the transactions contemplated hereby have been duly authorized by Issuer. This Agreement has been duly executed and delivered by Issuer and is the legally valid and binding obligation of Issuer, enforceable against Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or limiting creditors, rights generally or by equitable principles affecting enforceability.

Organization, Authorization; Enforcement; Validity. The Holder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The Holder has the power and authority to execute and deliver this Agreement and perform its obligations hereunder and this Agreement and the transactions contemplated hereby have been duly authorized by the Holder. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Organization, Authorization; Enforcement; Validity. Seller is a common trust fund established in the State of New Jersey pursuant to N.J.S.A. 52:18A-90.1 and has the requisite power and authority to enter into and perform its obligations under this Agreement and to sell the Securities in accordance with the terms hereof. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, including, without limitation, the sale of the Securities, have been duly authorized and no further filing, consent, or authorization is required by Seller or any other person or entity in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby, including, without limitation, the sale of the Securities. This Agreement has been duly executed and delivered by Seller, and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, and except as may be limited by the New Jersey Contractual Liability Act (N.J.S.A 59:13-1 et seq.) and the New Jersey Tort Claims Act (N.J.

Organization, Authorization; Enforcement; Validity. Seller is a U.S. person and has the power and authority to enter into and perform its obligations under this Agreement and to sell the Securities in accordance with the terms hereof. This Agreement has been duly executed and delivered by Seller, and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Organization, Authorization; Enforcement; Validity. The Acquiror is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrant Agreement, and each other agreement entered into by the parties hereto in connection with the transactions contemplated by this Agreement to which it is party (collectively, the “Transaction Documents”). The execution and delivery of the Transaction Documents by the Acquiror and the consummation by the Acquiror of the transactions contemplated hereby have been duly authorized by the board of directors of the Acquiror. The Transaction Documents to which the Acquiror is a party constitute, or when duly executed and delivered by the Acquiror, will constitute, the legal, valid and binding obligations of the Acquiror, enforceable against the Acquiror in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.