Common use of Organization of Seller; Authority Clause in Contracts

Organization of Seller; Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and corporate authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and its Affiliates of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller, and no other acts or proceedings on the part of Seller, including stockholder approval, are necessary for Seller to authorize this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby. This Agreement has been (and each such Ancillary Agreement, upon execution and delivery, will be) duly executed and delivered by Seller and each of its Affiliates a party thereto and constitutes (and each such Ancillary Agreement, upon execution and delivery, will constitute) a valid and binding obligation of Seller and each of its Affiliates a party thereto, enforceable against Seller and each of its Affiliates a party thereto in accordance with its and their respective terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) 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 of Seller; Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and corporate authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and its Affiliates of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller, and no other acts or proceedings on the part of Seller, including stockholder approval, are necessary for Seller to authorize this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby. This Agreement has been (and each such Ancillary Agreement, upon execution and delivery, will be) duly executed and delivered by Seller and each of its Affiliates a party thereto and constitutes (and each such Ancillary Agreement, upon execution and delivery, will constitute) a valid and binding obligation of Seller and each of its Affiliates a party thereto, enforceable against Seller and each of its Affiliates a party thereto in accordance with its and their respective terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' ’ rights generally and (ii) 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 of Seller; Authority. Seller is a corporation corporation, duly organized, organized and validly existing and in good standing under the laws Laws of the State of Delaware, and California. Seller has all requisite corporate power and corporate authority to enter into this Agreement and the Ancillary AgreementsEscrow Agreement, to perform its obligations hereunder under this Agreement and thereunder the Escrow Agreement and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller and its Affiliates of this Agreement and each the Escrow Agreement, the performance by Seller of the Ancillary Agreements to which it is a partyits obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby by this Agreement and therebythe Escrow Agreement, have been duly authorized by all necessary the Board of Directors of Seller and the shareholders of Seller entitled to vote thereon in accordance with the General Corporation Law of the State of California, and no other corporate action on the part of Seller, and no other acts or proceedings on the part of Seller, including stockholder approval, are Seller is necessary for Seller to authorize the execution and delivery by Seller of this Agreement and the Escrow Agreement, the performance by Seller of its obligations hereunder and thereunder or the Ancillary Agreements or consummation by Seller of the transactions contemplated hereby or therebyby this Agreement and the Escrow Agreement. This Agreement has and the Escrow Agreement have been (and each such Ancillary Agreement, upon execution and delivery, will be) duly executed and delivered by Seller and, assuming due authorization, execution and delivery by the other parties to each, each of its Affiliates this Agreement and the Escrow Agreement constitutes a party thereto and constitutes (and each such Ancillary Agreement, upon execution and delivery, will constitute) a legally valid and binding obligation of Seller and each of its Affiliates a party theretoSeller, enforceable against Seller and each of its Affiliates a party thereto in accordance with its and their respective terms, except that subject to (i) such enforcement may be subject the effect of any applicable Law of general application relating to bankruptcy, reorganization, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other Laws, now or hereafter in effect, relating to or limiting similar Laws affecting creditors' ’ rights and relief of debtors generally and (ii) the remedy effect of rules of law and general principles of equity, including rules of law and general principles of equity governing specific performance and performance, injunctive relief and other forms equitable remedies (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether such enforceability is considered in a proceeding therefor may be broughtin equity or at law).

Organization of Seller; Authority. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification and has all requisite corporate power and corporate authority to enter into this Agreement own, lease and the Ancillary Agreements, to perform operate its obligations hereunder and thereunder properties and to consummate carry on its business as now being conducted, except where the transactions contemplated hereby failure to be so qualified or in good standing would not have a Material Adverse Effect. (b) Seller has the full power and thereby. The execution, delivery authority to execute and performance by Seller and its Affiliates of deliver this Agreement and each of the Ancillary Agreements other agreement, document, instrument or certificate to which be executed by it is a party, and in connection with the consummation of the transactions contemplated hereby and therebylisted on Schedule 3.1(b) (all such other agreements, have documents, instruments and certificates required to be executed by Seller or Buyer being hereinafter referred to, collectively, as the "Related Agreements," and the transactions contemplated by this Agreement and the Related Agreements being hereinafter referred to, collectively, as the "Transaction"), and to perform its obligations hereunder and thereunder. This Agreement and each of the Related Agreements to which Seller is a party has been duly authorized by all necessary requisite corporate action on the part of by Seller, and no other acts or proceedings on the part of Seller, including stockholder approval, are necessary for Seller to authorize this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby. This Agreement has been (and each such Ancillary Agreement, upon execution and delivery, will be) duly executed and delivered by Seller and each of its Affiliates a party thereto and constitutes (and each such Ancillary Agreementassuming the due authorization, upon execution and deliverydelivery by Buyer hereof and thereof) this Agreement constitutes, will constitute) a valid and binding obligation of Seller and each of its Affiliates a party theretothe Related Agreements when so executed and delivered will constitute, the valid, binding and enforceable against Seller and each obligations of its Affiliates a party thereto in accordance with its and their respective termsSeller, except that (i) as such enforcement enforceability may be subject to limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer reorganization or other Laws, now or hereafter in effect, relating to or limiting similar laws affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of by 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 of Seller; Authority. (a) Each of Seller Parent and Company is a corporation bank duly organized, validly existing and in good standing under the laws Bank Act of the State of Canada and Delaware, respectively, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Company is qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or licensed or in good standing would not have a Material Adverse Effect. (b) Each of Seller Parent and Company has all requisite corporate power and authority to enter into this Agreement, the Ancillary Agreements and any instruments and agreements contemplated herein required to be executed and delivered by it pursuant to this Agreement and (including the Ancillary Agreements, collectively referred to perform its obligations hereunder and thereunder herein as the "Seller Related Instruments") and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and its Affiliates of this Agreement and each of the Ancillary Agreements Seller Related Instruments to which it is a party, party and the consummation of the transactions contemplated hereby and thereby, thereby have been duly authorized by all necessary corporate action on the part of Seller, each of Seller Parent and Company and no other acts or corporate proceedings on the its part of Seller, including stockholder approval, are necessary for Seller to authorize this Agreement or the Ancillary Agreements or the transactions contemplated hereby or therebysuch execution, delivery and performance. This Agreement has been (been, and each such Ancillary Agreementof the Seller Related Instruments to which it is a party shall be, upon execution and delivery, will be) duly executed and delivered by Seller and each of its Affiliates a party thereto Seller Parent and constitutes (Company and each such Ancillary Agreement, upon execution and delivery, will constitute) constitute a valid and binding obligation of Seller and each of its Affiliates a party theretoSeller Parent and Company, enforceable against Seller and each of its Affiliates a such party thereto in accordance with its and their respective terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other Laws, similar laws now or hereafter in effect, effect relating to or limiting creditors' rights generally rights, and (ii) 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.