Common use of Organization; Authorization Clause in Contracts

Organization; Authorization. The Purchaser is a corporation --------------------------- duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted, except where the failure to do so would not reasonably be expected to have a material adverse effect on the Purchaser or the transactions contemplated hereby. The Purchaser is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do so would not reasonably be expected to have a material adverse effect on the Purchaser or the transaction contemplated hereby. The Purchaser has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution and delivery of this Agreement by the Purchaser and the consummation by it of the transaction contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed by the Purchaser and, when delivered in accordance with the terms hereof, and assuming the valid execution hereof by the Company, will constitute the valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification and contribution provisions may be limited under the federal and state securities laws and public policy, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Organization; Authorization. The Purchaser is a --------------------------- corporation --------------------------- duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted, except where the failure to do so would not reasonably be expected to have a material adverse effect on the Purchaser or the transactions contemplated hereby. The Purchaser is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do so would not reasonably be expected to have a material adverse effect on the Purchaser or the transaction contemplated hereby. The Purchaser has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution and delivery of this Agreement by the Purchaser and the consummation by it of the transaction contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed by the Purchaser and, when delivered in accordance with the terms hereof, and assuming the valid execution hereof by the Company, will constitute the valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification and contribution provisions may be limited under the federal and state securities laws and public policy, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Organization; Authorization. The Purchaser (a) Each Acquired Entity (i) is a corporation --------------------------- duly incorporatedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation with the its organization, and (ii) has all requisite corporate organizational power and authority to own and use its properties and assets and to carry on its respective business as it is currently conducted, except and to own, lease and operate its properties where the failure to do so would not reasonably be expected to have a material adverse effect on the Purchaser such properties are now owned, leased or the transactions contemplated hereby. The Purchaser operated. (b) Each Acquired Entity is duly qualified or licensed to conduct do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted property owned, leased or property owned operated by it makes such qualification or licensure necessary, except in such jurisdictions where the failure to do be so duly qualified or licensed or in good standing would not reasonably be expected to not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Purchaser or the transaction contemplated hereby. Acquired Entities. (c) The Purchaser Company has the all requisite limited liability company power and authority to enter into execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and otherwise to carry out its obligations thereunder. The execution and delivery of this Agreement by the Purchaser such other Transaction Documents, and the consummation by it of the transaction transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the PurchaserCompany. This Agreement has been duly executed by the Purchaser and, when and delivered in accordance with the terms hereof, and assuming the valid execution hereof by the Company, will constitute the and constitutes a legal, valid and binding obligation of the Purchaser Company, enforceable against it the Company in accordance with its terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification and contribution provisions may be limited under the federal and state securities laws and public policy, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtRemedies Exceptions.

Organization; Authorization. The Purchaser Purchaser, if an entity, is a corporation --------------------------- duly incorporatedorganized, validly existing and in good standing (to the extent such concept is applicable) under the laws of its the jurisdiction of incorporation with in which it is organized and has the requisite corporate organizational power and authority to own and use its properties and assets and to carry on its business as currently now being conducted, except where the failure to do so would not reasonably be expected to have a material adverse effect on the Purchaser or the transactions contemplated hereby. The Purchaser is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessaryPurchaser, except where the failure to do so would not reasonably be expected to have a material adverse effect on the Purchaser or the transaction contemplated hereby. The Purchaser if an entity, has the requisite organizational power and authority to enter into and perform its obligations under the Private Placement Documents and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereundersuch Private Placement Documents. The execution and delivery of this Agreement the applicable Private Placement Documents by the Purchaser and performance by the consummation by it Purchaser of the transaction transactions contemplated hereby thereby have been duly authorized by all necessary action corporate or, if the Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of the Purchaser, and no further consent or authorization in connection therewith is required by the Purchaser, its Board of Directors or its shareholders, or if the Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of the Purchaser. This Agreement has The applicable Private Placement Documents have been (or upon delivery will have been) duly executed by the Purchaser Purchaser, and, when delivered by the Purchaser in accordance with the terms hereof, and assuming the valid execution hereof by the Companythereof, will constitute the legal, valid and binding obligation obligations of the Purchaser Purchaser, enforceable against it in accordance with its their respective terms, except subject to (ai) as such enforceability may be limited by the application of bankruptcy, insolvencyreceivership, reorganization or conservatorship, reorganization, insolvency and similar laws affecting creditors' ’ rights generally, (b) as enforceability of any indemnification and contribution provisions may be limited under the federal and state securities laws and public policy, generally and (cii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to principles being applied at the discretion of the a court before which any proceeding therefor may be broughtbrought (the “Bankruptcy and Equity Exception”), and except that rights to indemnification and contribution thereunder may be limited by virtue of public policy under federal or state securities and banking laws.

Organization; Authorization. The Purchaser (a) Such Seller, if not a natural person, is a corporation --------------------------- duly incorporatedorganized, validly existing and and, to the extent such concept is applicable, in good standing under the laws Laws of its jurisdiction of incorporation with or organization and all other jurisdictions in which its ownership of property or conduct of business requires it to be qualified. (b) Such Seller has the requisite corporate power and authority to own execute and use deliver this Agreement and each other Transaction Document to which Seller is or will be a party, to perform its properties obligations hereunder and assets and to carry on its business as currently conducted, except where the failure to do so would not reasonably be expected to have a material adverse effect on the Purchaser or the transactions contemplated hereby. The Purchaser is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do so would not reasonably be expected to have a material adverse effect on the Purchaser or the transaction contemplated hereby. The Purchaser has the requisite power and authority to enter into thereunder and to consummate the transactions contemplated by hereby and thereby. The execution, delivery and performance of this Agreement and otherwise each other Transaction Document to carry out its obligations thereunder. The execution and delivery of this Agreement which Seller is or will be a party by the Purchaser and the consummation by it of the transaction contemplated hereby have Seller has been duly authorized by all necessary corporate action on the part of Seller, and no other action on the Purchaserpart of Seller or its shareholders is necessary to authorize the execution, delivery and performance by the applicable Seller of this Agreement and each other Transaction Document to which Seller is or will be a party and the consummation by Seller of the transactions contemplated hereby and thereby. This Agreement has been duly executed and each other Transaction Document to which Seller is or will be a party, assuming due and valid authorization, execution and delivery by the Purchaser andBuyer, when delivered in accordance with the terms hereofconstitutes a legal, and assuming the valid execution hereof by the Company, will constitute the valid and binding obligation of the Purchaser each Seller, enforceable against it such Seller in accordance with its respective terms, except (a) as to the extent that such enforceability may be limited affected by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generallyreorganization, (b) as enforceability of any indemnification and contribution provisions may be limited under the federal and state securities laws and public policymoratorium, and (c) that other similar Laws affecting the remedy rights and remedies of specific performance creditors generally and injunctive and other forms of general equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtprinciples.

Organization; Authorization. The Such Purchaser is a corporation --------------------------- an entity duly incorporatedorganized, validly existing and in good standing (to the extent such concept is applicable) under the laws of its the jurisdiction of incorporation with in which it is organized and has the requisite corporate organizational power and authority to own and use its properties and assets and to carry on its business as currently now being conducted, except where the failure to do so would not reasonably be expected to have a material adverse effect on the Purchaser or the transactions contemplated hereby. The Purchaser is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do so would not reasonably be expected to have a material adverse effect on the Purchaser or the transaction contemplated hereby. The Such Purchaser has the requisite organizational power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement and otherwise the Transaction Documents to carry out its obligations thereunderwhich it is a party. The execution and delivery of this Agreement the Transaction Documents by the such Purchaser and the consummation performance by it such Purchaser of the transaction transactions contemplated hereby and thereby have been duly authorized by all necessary action corporate or, if such Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of such Purchaser and no further consent or authorization in connection therewith is required by such Purchaser, its Board of Directors or its shareholders, or if such Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of such Purchaser. This Agreement has and the other Transaction Documents to which the Purchaser is a party have been (or upon delivery will have been) duly executed by the Purchaser andsuch Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, hereof and assuming the valid execution hereof by the Companythereof, will constitute the legal, valid and binding obligation obligations of the Purchaser such Purchaser, enforceable against it in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity, including principles of materiality, commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except (a) as such enforceability that rights to indemnification and contribution thereunder may be limited by bankruptcy, insolvency, reorganization federal or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification and contribution provisions may be limited under the federal and state securities laws and or public policy, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtpolicy relating thereto.