Common use of Organization of Purchaser Clause in Contracts

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware, with full . The states in which Purchaser is qualified to do business are set forth on Schedule 6.1. Purchaser has all necessary corporate power and corporate authority to own, lease and operate its properties and to carry on conduct its business in the manner in which such business as it is now currently being conducted. Except as set forth on Schedule 6.1, to own the Stock being acquired Purchaser does not own, directly or indirectly, any equity interest in the Acquisition pursuant to this Agreement any corporation, partnership, joint venture, or other entity and to enter into and perform its obligations under this Agreementdoes not have any subsidiaries.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Delaware with full corporate power and corporate authority to own, conduct its business as it is presently being conducted and to own and lease and operate its properties and assets. Purchaser is duly qualified to carry do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreementbusiness.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing existing, and in good standing under the laws of the State state of Delaware, with full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing organized and in good standing existence under the laws of the State of Delaware, with full Delaware and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and this Agreement, to perform its obligations under this Agreementhereunder and to consummate the transactions contemplated hereby.

Organization of Purchaser. The Purchaser is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware, with . Purchaser has full corporate organizational power and corporate authority to own, lease execute and operate its properties deliver this Agreement and to carry on its business in perform Purchaser's obligations hereunder and to consummate the manner in which such business is now being conductedtransactions contemplated hereby, including without limitation to own the Stock being acquired in the Acquisition buy pursuant to this Agreement and to enter into and perform its obligations under this Agreementthe Notes.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware, with full Delaware and has all requisite corporate power and corporate authority to own, lease and operate its properties and assets and to carry on its business in the manner in which such business is as now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full . Purchaser has the requisite corporate power and corporate authority and all licenses, permits and authorizations necessary to ownenter into, lease deliver and operate carry out its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition obligations pursuant to this Agreement and the Transaction Documents to enter into and perform its obligations under this Agreementwhich it is a party.

Organization of Purchaser. The Purchaser (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with (ii) is duly qualified or authorized to conduct its business and is in good standing under the laws of each jurisdiction in which such qualification or authorization is required, except where the failure to so qualify or obtain authorization would not result in a Material Adverse Effect on Purchaser, and (iii) has full corporate power and corporate authority to own, lease and operate its properties and to carry on its the business in the manner in which such business it is now being conducted, engaged and to own and lease, use and operate the Stock being acquired in the Acquisition pursuant to this Agreement properties owned and to enter into leased, used and perform its obligations under this Agreementoperated by it.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware, with full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full Delaware and has the corporate power and corporate lawful authority to own, lease and operate its assets, properties and business and to carry on its business businesses in the manner in which such business is all material respects as now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly organizedincorporated, validly existing existing, and in good standing under the laws of the State of Delaware, with full . Purchaser has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business as it is now presently being conducted, to own the Stock being acquired in the Acquisition pursuant to enter into this Agreement and to enter into carry out and perform its obligations under the terms and provisions of this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with Delaware and has the full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to enter into this Agreement and to enter into and perform its obligations under this Agreementcarry out the transactions contemplated hereby.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate and has all requisite power and corporate authority to own, conduct its business as it is presently being conducted and to own and lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreementassets.

Organization of Purchaser. The (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full ; has the corporate power and corporate authority to own, lease and operate its properties assets and property and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified or licensed to do business and is in good standing in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this AgreementState of California.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full Delaware and has the corporate power and corporate authority to own, lease and operate own its properties property and to carry on its business in the manner in which such business is as now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreementconducted by it.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full and has all requisite corporate power and corporate authority to own, lease execute and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to deliver this Agreement and to enter into and perform its obligations under this Agreementconsummate the transactions contemplated hereby.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, with full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

Organization of Purchaser. The Each Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, with and has full corporate power and corporate authority to own, lease conduct its business as and to the extent now conducted and to operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreementbusiness.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with Delaware and has the full corporate power and corporate authority to ownenter into this Agreement and the other agreements and instruments referred to in this Agreement that Purchaser is executing and delivering (the “Purchaser’s Additional Agreements,” and, lease and operate its properties together with the Company’s Additional Agreements, the “Additional Agreements”), and to carry on its business in out the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement transactions contemplated hereby and to enter into and perform its obligations under this Agreementthereby.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with Delaware and has the full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to enter into this Agreement and the other agreements and instruments referred to enter into in this Agreement that Purchaser is executing and perform its obligations under this Agreementdelivering to Seller or one of the Companies (the "Purchaser's Additional Agreements") and to consummate the transactions contemplated hereby and thereby.

Organization of Purchaser. The Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware, with full Delaware and has the corporate power and corporate authority to own, lease and operate own its properties property and to carry on its business as now being conducted by it. At Closing, Purchaser will be duly qualified to transact business as a foreign corporation in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this AgreementState of California.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with Delaware and has the full corporate power and corporate authority to own, lease enter into this Agreement and operate its properties the other agreements and instruments referred to in this Agreement that Purchaser is executing and delivering (the "Purchaser's Additional Agreements") and to carry on its business in out the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement transactions contemplated hereby and to enter into and perform its obligations under this Agreementthereby.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite right, with full corporate power and corporate authority to ownexecute, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into deliver and perform its obligations under this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Delaware with full corporate power and corporate authority to own, own or lease and operate its properties and to carry on conduct its business in the manner and in which the places where such properties are owned or leased or such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreementcurrently conducted by it.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Delaware. Purchaser has the State of Delaware, with full corporate power and corporate authority to own, own or lease and operate its properties assets and to carry on its business businesses in the manner in which such business is now being conducted, that they were conducted immediately prior to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under date of this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with Delaware and has the full corporate power and corporate authority to ownenter into this Agreement and the other agreements and instruments referred to in this Agreement that Purchaser is executing and delivering (the “Purchaser’s Additional Agreements”; together with the Seller’s Additional Agreements, lease and operate its properties the “Additional Agreements”), and to carry on its business in out the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement transactions contemplated hereby and to enter into and perform its obligations under this Agreementthereby.

Organization of Purchaser. The Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware, with full Tennessee and has the corporate power and corporate authority to own, lease and operate own its properties property and to carry on its business in the manner in which such business is as now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreementconducted by it.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with Delaware and has the full corporate power and corporate authority to ownexecute and deliver this Agreement and the other agreements and instruments referred to in this Agreement that Purchaser is executing and delivering (the “Purchaser’s Additional Agreements”; together with the Sellers’ Additional Agreements, lease and operate its properties the “Additional Agreements”) and to carry on its business in out the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement transactions contemplated hereby and to enter into and perform its obligations under this Agreementthereby.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full and has all requisite corporate power and corporate authority to own, lease and operate own its properties and to carry on its business in the manner in which such business as it is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full Delaware and has all requisite corporate power and corporate authority to own, lease and operate its assets and properties and to carry on conduct its business as presently being conducted except where failure to be so organized, existing, and in the manner in which good standing or to have such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement power and to enter into and perform its obligations under this Agreementauthority would not have a Purchaser Material Adverse Effect.

Organization of Purchaser. The Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, with full and has all requisite corporate power and corporate authority to own, conduct its business as it is presently being conducted and to own and lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreementassets.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full Delaware and is duly qualified to conduct business and in corporate power and corporate authority to own, lease and operate tax good standing under the laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties and to carry on its business in the manner in which requires such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreementqualification.

Organization of Purchaser. The Purchaser is duly incorporated and validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with Delaware and has full corporate power and corporate authority to own, lease and operate conduct its properties business as it is presently being conducted and to carry on own and lease its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreementproperties.

Organization of Purchaser. The Purchaser is a corporation limited partnership duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware, with . Purchaser has full corporate organizational power and corporate authority to own, lease execute and operate its properties deliver this Agreement and to carry on its business in perform Purchaser’s obligations hereunder and to consummate the manner in which such business is now being conductedtransactions contemplated hereby, including without limitation to own the Stock being acquired in the Acquisition buy pursuant to this Agreement the Securities and issue to enter into and perform its obligations under this AgreementSeller in consideration therefore the AREP Units.

Organization of Purchaser. The Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware, with full corporate power Delaware and corporate authority is legally entitled to own, own and lease and operate its properties and to carry on its business as and in the manner places where such properties are now owned, leased or operated or where its business in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware, Delaware with full corporate power and corporate authority to own, conduct its business as it is presently being conducted and to own and lease and operate its properties and assets. Purchaser is duly qualified to carry do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreementbusiness.

Organization of Purchaser. The Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware, with full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate and has all requisite power and corporate authority to own, lease execute and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to deliver this Agreement and to enter into and perform its obligations under this Agreementconsummate the transactions contemplated hereby.

Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full . The Purchaser has the corporate power and corporate authority to own, lease and operate own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in the manner good standing in each jurisdiction in which such business is now being conducted, the failure to own be so qualified would have a material adverse effect on the Stock being acquired in ability of the Acquisition pursuant Purchaser to this Agreement and to enter into and perform its obligations under this Agreementconsummate the transactions contemplated hereby.