Common use of Organization; Standing; Authorization; Capacity Clause in Contracts

Organization; Standing; Authorization; Capacity. Each Seller is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of its state of formation as designated on Exhibit B, with all requisite power and authority to own the Acquired Assets and to conduct the Business as it is now being conducted and is presently proposed (by Sellers) to be conducted. Each Seller is duly qualified to conduct business and is in good standing in each jurisdiction in which the nature of its business or location of its properties makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement by Sellers have been duly and effectively authorized by all necessary action on the part of Sellers, including authorization by the board of directors/managers (as applicable) of each Seller, and no further action or Consent is required in connection with such execution, delivery and performance of this Agreement by Sellers. This Agreement has been duly executed and delivered by each Seller, and constitutes the valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms.

Organization; Standing; Authorization; Capacity. Each of Seller and SCI is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of its state of formation as designated on Exhibit Bin the introductory paragraph of this agreement, with all requisite power and authority to own the Acquired Assets and to conduct the Business as it is now being conducted and is presently proposed (by SellersSeller and SCI) to be conducted. Each of Seller and SCI is duly qualified to conduct business and is in good standing in each jurisdiction in which the nature of its business or location of its properties makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement by Sellers have each of Seller and SCI has been duly and effectively authorized by all necessary action on the part of SellersSeller and SCI, including authorization by the board of directors/managers (as applicable) directors of each Sellerof Seller and SCI, and no further action or Consent is required in connection with such execution, delivery and performance of this Agreement by SellersSeller or SCI. This Agreement has been duly executed and delivered by each SellerSeller and SCI, and constitutes the valid and binding obligation of each Sellerof Seller and SCI, enforceable against each Seller and SCI in accordance with its terms.

Organization; Standing; Authorization; Capacity. Each of Seller is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of its state of formation as designated on Exhibit Bin the introductory paragraph of this agreement, with all requisite power and authority to own the Acquired Assets and to conduct the Business as it is now being conducted and is presently proposed (by SellersSeller) to be conducted. Each of Seller is duly qualified to conduct business and is in good standing in each jurisdiction in which the nature of its business or location of its properties makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement by Sellers have each of Seller has been duly and effectively authorized by all necessary action on the part of SellersSeller, including authorization by the board of directors/managers (directors or board of managers, as applicable) , of each of Seller, and no further action or Consent is required in connection with such execution, delivery and performance of this Agreement by SellersSeller. This Agreement has been duly executed and delivered by each Seller, and constitutes the valid and binding obligation of each of Seller, enforceable against each Seller in accordance with its terms.

Organization; Standing; Authorization; Capacity. Each Seller is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of its state of formation as designated on Exhibit B, with all requisite power and authority to own the Acquired Assets and to conduct the Business as it is now being conducted and is presently proposed (by Sellers) to be conducted. Each Seller is duly qualified to conduct business and is in good standing in each jurisdiction in which the nature of its business or location of its properties makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement by Sellers have been duly and ASSET PURCHASE AND SALE AGREEMENT effectively authorized by all necessary action on the part of Sellers, including authorization by the board of directors/managers (as applicable) of each Seller, and no further action or Consent is required in connection with such execution, delivery and performance of this Agreement by Sellers. This Agreement has been duly executed and delivered by each Seller, and constitutes the valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms.