Common use of Organization Clause in Contracts

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assets.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power Seller is in good standing and authority qualified to conduct its do business as a foreign corporation in any state in which it is now conducted and to own, lease and operate its properties and assetsdoing business.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite , with full corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsconsummate the transactions contemplated hereby.

Organization. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State state of Delaware. Buyer has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business. Buyer is duly qualified and in good standing as a foreign corporation in each jurisdiction where its ownership of property or operation of its business requires qualification, except where the failure to be qualified would not have a material adverse effect on the Company.

Organization. The Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State state of Delaware. The Buyer has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business. The Buyer is duly qualified and in good standing as a foreign corporation in each jurisdiction where its ownership of property or operation of its business requires qualification.

Organization. Buyer is a corporation duly organized, formed and organized and validly existing and in good standing under the laws of the State state of Delaware. Buyer Delaware and has all requisite the corporate power to enter into this Agreement and authority the Transaction Documents to conduct its business as which it is now conducted a party and to own, lease perform its respective obligations hereunder and operate its properties and assetsthereunder.

Organization. Buyer is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power , and authority is entitled to conduct own or lease properties and carry on its business as it and in the places where such properties are now owned, leased or operated and such business is now conducted and to own, lease and operate its properties and assetsconducted.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power Delaware and authority is duly qualified to conduct its transact business as it is now conducted a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse impact on the Buyer's ability to purchase the Common Stock pursuant to this Agreement and to own, lease and operate perform its properties and assetsobligations under this Agreement.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power is in good standing and authority qualified to conduct its do business as a foreign corporation in any state in which it is now conducted and to own, lease and operate its properties and assetsdoing business.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite full corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as it is now being conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware. Buyer has all the requisite power and authority to conduct its business as it is now conducted and to own, lease and operate the properties now owned, leased and operated by it and to carry on its businesses as currently conducted. Buyer is duly qualified to do business as a foreign entity in each jurisdiction in which the nature of its business or the character of its properties and assetsmakes such qualification necessary, except where the failure to do so would not have a material adverse effect on Buyer.

Organization. Buyer is a corporation duly organized, incorporated and validly existing and in good standing under the laws of Delaware, duly qualified to transact business as a foreign corporation in all jurisdictions except where the State of Delaware. Buyer has failure to be so qualified would not reasonably be expected to have a material adverse effect on Buyer, and with all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as now being conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer , and has all the requisite corporate power and lawful authority to conduct its business as it is now conducted and to own, lease and operate its assets, properties and assetsbusiness and to carry on its business as it is now being conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite Delaware with full corporate power and authority to own or lease its properties and to conduct its business as it in the manner and in the places where such properties are owned or leased or such business is now conducted and to own, lease and operate its properties and assetsconducted.

Organization. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State state of Delaware. Buyer has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business. Buyer is duly qualified and in good standing as a foreign corporation in each jurisdiction where its ownership of property or operation of its business requires qualification.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Tennessee and has all requisite the full and unrestricted corporate power and authority to conduct carry on its business as it is now conducted currently conducted, to enter into this Agreement and to own, lease and operate its properties and assetscarry out the transactions contemplated hereby.

Organization. Buyer is a corporation company duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite limited liability company power and authority to conduct own and operate its assets as they are now owned and operated and to carry on its business as it is now conducted and to own, lease and operate its properties and assetsbeing conducted.

Organization. Buyer is a corporation duly organized, formed and validly existing and in good standing under the laws of the State of Delaware. Buyer , and has all requisite full corporate power and authority and the legal right to conduct its business as it is now conducted execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, and to own, lease consummate the transactions contemplated hereby and operate its properties and assetsthereby.

Organization. Buyer is a corporation corporation, duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. Buyer , and has all requisite corporate power and authority to conduct carry on its business as it is now conducted and to own, lease and operate its properties and assetsconducted.

Organization. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer Delaware and has all requisite power and authority to conduct carry on its business as it is now conducted and being conducted, except where the failure to own, lease and operate its properties and assetshave such power or authority would not prevent or materially delay the consummation of the transactions contemplated hereby.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite power and authority to conduct carry on its business as it is now being conducted and is qualified to owndo business in every jurisdiction in which the character and location of the Assets owned by it or the nature of the business transacted by it requires qualification or in which the failure to qualify could, lease and operate its properties and assetsindividually, or in the aggregate, have a Material Adverse Effect.

Organization. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer , and has all requisite full corporate power and authority to conduct its business as it is now conducted being conducted. (b) Buyer is duly qualified to do business as a foreign corporation and to own, lease and operate its properties and assetsis in good standing under the Laws of each state or other jurisdiction in which qualification is required by applicable Law.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite Delaware with full corporate power and authority to own and lease its properties and assets and conduct its business as it such business is now conducted and to own, lease and operate its properties and assetspresently being conducted.

Organization. Buyer is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware. Buyer has Delaware with all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as now being conducted.

Organization. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite Delaware with full corporate power and authority to conduct its business as it is now conducted execute and deliver the Transaction Documents, to consummate the Transactions and to ownperform all of its obligations under the Transaction Documents. Buyer has obtained all corporate approvals necessary to consummate the Transactions and authorize the execution, lease delivery and operate its properties and assetsperformance of the Transaction Documents.

Organization. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State state of Delaware. Buyer has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business. Buyer is duly qualified and in good standing as a foreign corporation in each jurisdiction where its ownership of property or operation of its business requires qualification. The Certificate of Incorporation and the Bylaws of Buyer presently provide that the number of members of the Board of Directors shall be five (5).

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer Delaware and has all requisite the corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsassets and to carry on its business as now being conducted.

Organization. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Buyer , and has all requisite corporate power and authority to conduct carry on its business as it is now conducted being conducted, and to ownexecute, lease deliver, and operate its properties perform this Agreement and assetseach Ancillary Agreement to which it is a party, and to consummate the transactions contemplated hereby and thereby.

Organization. The Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power , and authority is qualified to conduct do business and in good standing in each jurisdiction where the character or location of its business as assets or properties owned, leased or operated by it is now conducted and to own, lease and operate or the nature of its properties and assetsactivities makes such qualification necessary.

Organization. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite , with full power and authority to conduct carry on its business as it is now conducted and to own, lease lease, and operate its properties and assets.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Nebraska and has all requisite the corporate power and authority to conduct own, use, and operate its properties and to carry on its business as it is now conducted and to own, lease and operate its properties and assetsbeing conducted.

Organization. The Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power Delaware and authority is duly licensed or qualified to conduct its transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it is now conducted and to own, lease and operate its or the character of the properties and assetsowned or leased by it requires such licensing or qualification.

Organization. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease lease, and operate its properties and assetsto carry on its business as is now being conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to conduct its business as it is now conducted and to own, operate and lease and operate its properties and assetscarry on its businesses as now conducted. Buyer is duly licensed and qualified to do business in and is in good standing under the laws of each jurisdiction where the failure to do so would have a Buyer Material Adverse Effect.

Organization. Buyer is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware. Buyer has , duly qualified to transact business as a foreign corporation in all jurisdictions except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on Buyer, and with all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as now being conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite power and authority the necessary corporate powers to conduct carry on its business as it is now presently conducted and is qualified to owndo business in every jurisdiction in which the character and location of the Assets owned by it or the nature of the business transacted by it requires qualification or in which the failure to qualify could, lease and operate its properties and assetsindividually or in the aggregate, have a Material Adverse Effect.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all , with the requisite corporate power and authority to conduct its business as it is now presently being conducted. Buyer is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by Buyer or the nature of the business conducted and by Buyer makes such qualification necessary, except in any such jurisdictions where the failure to own, lease and operate its properties and assetsbe duly so qualified or licensed would not have a Material Adverse Effect.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite full corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as it is now being conducted.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its assets and properties to the extent owned, leased and assetsoperated and to carry on its business as it is now being conducted.

Organization. Buyer is a corporation duly organized, formed and validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite power and authority to conduct its business as enter into this Agreement and each other agreement to which it is now conducted a party and to own, lease consummate the transactions contemplated hereby and operate its properties and assetsthereby.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite Delaware with the corporate power and authority to conduct its business as it is now conducted and to own, own and lease and operate its properties and assets.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to conduct execute and deliver this Agreement, to perform its business as it is now conducted obligations hereunder and to own, lease and operate its properties and assetsconsummate the transactions contemplated hereby.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer Delaware and has all requisite power and authority to conduct carry on its business as it is now conducted and to own, lease and operate its properties and assetspresently conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite Delaware with full power and authority to conduct its business as it is now being conducted and to own, lease and operate its own or use the properties and assetsassets that it purports to own or use.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, it qualified to do business in the State of Delaware. Buyer Nevada, and has all requisite necessary corporate power and authority to conduct own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is now conducted and to own, lease and operate its properties and assetscurrently conducted.

Organization. The Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is qualified to do business and in good standing in each jurisdiction where the character or location of its assets or properties owned, leased or operated by it or the nature of its activities makes such qualification necessary. The Buyer has all requisite full corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties and to conduct its business as it is now conducted and to own, lease and operate its properties and assetsconducted.

Organization. Buyer is a corporation that is duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite full corporate power and authority to own its assets, conduct its business as it and where such business is now conducted presently conducted, and to own, lease and operate its properties and assetsenter into this Agreement.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has all requisite corporate power and authority to conduct carry on its business as it is now conducted being conducted, to execute, deliver, and perform this Agreement and each Ancillary Agreement to which it is a party and to own, lease consummate the transactions contemplated hereby and operate its properties and assetsthereby.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite the full power and authority to conduct enter into and perform this Agreement, to carry on its business as it is now conducted being conducted, and to ownexecute, lease deliver and operate perform its properties obligations under this Agreement and assetsconsummate the transactions contemplated hereby.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer , and has all requisite corporate power and authority to own and lease the properties and assets it currently owns and leases and to conduct its activities and to carry on its business as it such activities and business are currently conducted. Buyer is now conducted duly qualified to do business as a foreign corporation and to own, lease and operate its properties and assetsis in good standing in the State of Alabama.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer Delaware and has all requisite necessary corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as it is now being conducted.

Organization. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has , duly qualified to transact business as a foreign corporation in all jurisdictions except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on Buyer, and with all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as now being conducted.

Organization. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Buyer conducts its business and maintains its properties in each jurisdiction and is presently qualified as a foreign or domestic entity under the laws of all jurisdictions in which it conducts its business. Buyer has all the requisite power and authority to conduct its business as it is now conducted own or lease properties and to owncarry on its businesses as, lease and operate its in the places where, such properties are owned or leased and assetssuch business is conducted.

Organization. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Buyer , has all requisite power necessary corporate powers to own properties and authority to conduct carry on its business as it now owned and operated by it, and is now conducted duly qualified to do business and to own, lease and operate is in good standing in each of the states where its properties and assetsbusiness requires qualification.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer , and has all requisite the power and authority to conduct carry on its business as it is now conducted and to own, lease or operate the properties and operate STOCK now used by it in connection therewith. The Buyer is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties and assetsmake such qualification necessary.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has the State of Delaware. Buyer has all requisite corporate power and authority to conduct carry on its business as it is now conducted and to own, lease and operate its properties and assetspresently conducted.

Organization. Buyer is a corporation duly organized, formed and validly existing and in good standing ------------ under the laws of the State of Delaware. Buyer , and has all requisite full corporate power and authority and the legal right to conduct its business as it is now conducted execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, and to own, lease consummate the transactions contemplated hereby and operate its properties and assetsthereby.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business and is qualified or registered to do business in each jurisdiction where it is required to do so. Buyer has all requisite full corporate power and authority to conduct carry on its business as it is now conducted and to own, lease enter into and operate its properties and assetsto perform this Agreement.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to conduct carry on its business as it is now conducted and to own, lease and operate its properties and assetsbeing conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite necessary corporate power and authority to conduct carry on its business as it is now conducted and to own, own and lease and operate its the properties and assetsassets it now owns and leases.

Organization. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite power and authority authority, and all necessary permits and licenses, to conduct own and operate its assets and to carry on its business as it is now conducted and to own, lease and operate its properties and assetspresently conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite the power and authority to conduct perform its obligations under this Agreement. Buyer is duly qualified to do business as it a foreign corporation and is now conducted and in good standing in each jurisdiction necessary to own, lease and operate perform its properties and assetsobligations under this Agreement.

Organization. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws Legal Requirements of the State of Delaware. Buyer Delaware and has all requisite power and authority to conduct its business as it is now conducted and to own, lease and operate its properties property and assetsassets and to carry on its business as presently conducted.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware. Buyer Delaware and has all requisite full corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as it is now being conducted.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as is now being conducted. The Buyer has heretofore delivered to the Sellers complete and correct copies of its Certificate of Incorporation and By-laws (or other similar governing documents), as currently in effect.

Organization. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State Laws of Delaware. Buyer , and has all requisite power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as now being conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite full corporate power and authority to conduct its business as it is now conducted enter into this Agreement and to own, lease consummate the transactions contemplated hereby upon the terms and operate its properties and assetsconditions herein provided.

Organization. Buyer is a corporation which is duly organized, validly existing organized and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority to conduct carry on its business as it is now conducted and to own, lease and operate its properties and assetspresently conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing organized under the laws of the State state of Delaware. Buyer has all requisite full corporate power and authority to conduct its business as execute and deliver this Agreement and all documents and instruments specified in it is now conducted and to own, lease perform its obligations under this Agreement and operate its properties under such instruments and assetsdocuments.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer , and has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as now being conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite necessary corporate power and authority to conduct own and lease all of its properties and assets and to carry on its business as it is now conducted and to own, lease and operate its properties and assetsbeing conducted.

Organization. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as is now being conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer , and has all requisite the corporate power and authority to own and operate its properties and assets and to conduct its business as it is now conducted and being conducted. Buyer is duly qualified to owndo business in all other jurisdictions in which Buyer owns, lease and operate its properties and assetsleases or operates property or otherwise conducts Buyer's business if the failure to be qualified would have a material adverse effect on Buyer's ability to conduct business using the Purchased Assets.

Organization. The Buyer is a corporation company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer Delaware and has all requisite full corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as it is now being conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite the power and authority to conduct its business as it is now conducted and to own, lease and operate its assets and properties and assetsto carry on its business as currently conducted. Buyer is duly qualified or licensed to do business, to perform its obligations under all contracts by which it is bound. Buyer is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease or license and operate its properties business and assetsassets as currently operated.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all the requisite corporate power and authority to conduct carry on its business as it is now conducted and to own, lease and operate its properties and assetsconducted.

Organization. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Buyer has all requisite power have been duly authorized, and authority to conduct its business as it no further corporate authorization is now conducted and to own, lease and operate its properties and assetsnecessary on the part of Buyer.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as it is now being conducted. The Buyer is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary. The Buyer has heretofore delivered to the Seller true, correct and complete copies of its certificate of incorporation and bylaws as currently in effect.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as now conducted.

Organization. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite the corporate power and authority is duly authorized to conduct carry on its business businesses where and as it is now conducted and to own, lease and operate its properties and assetsas it now does.

Organization. Buyer is a corporation corporation, duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware. Buyer has all the requisite corporate power and authority to conduct carry on its business as it is now being conducted and to own, lease and operate all of its properties and assets.

Organization. Buyer is a corporation duly organized, formed and validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite full corporate power and authority and the legal right to conduct its business as it is now conducted execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, and to own, lease consummate the transactions contemplated hereby and operate its properties and assetsthereby.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to conduct own and lease its properties, to carry on its business as it is now presently conducted and as proposed to be conducted and to own, lease and operate its properties and assetscarry out the transactions contemplated hereby.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware, has received all necessary approval and authority to own its property and to carry on its business as is now owned and operated by it. Buyer has all the requisite power and corporate authority to conduct its carry on business as it is now conducted and to own, lease and operate its properties and assetsin the State of Washington.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite Delaware with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. The copies of the certificate of incorporation and by-laws of Buyer, each as it is now conducted amended to date, are complete and to owncorrect, lease and operate its properties and assetsno amendments thereto are pending.

Organization. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite the power and authority to conduct its business as it is now conducted own and to own, lease and operate use its properties and assetsto transact the business in which it is engaged and to acquire the Purchased Interests pursuant to this Agreement.

Organization. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business as is now being conducted. Buyer is duly qualified or licensed to do business as a foreign corporation and is in good standing in the State of New York.

Organization. Buyer is a corporation duly organized, validly existing and in good standing with active status under the laws of the State of Delaware. Buyer has all requisite full power to own its properties and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetspresently conducted.

Organization. The Buyer is a corporation duly organizedincorporated, ------------ validly existing and in good standing under the laws of the State state of Delaware. The Buyer has all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsto carry on its business. The Buyer is duly qualified and in good standing as a foreign corporation in each jurisdiction where its ownership of property or operation of its business requires qualification.

Organization. The Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is qualified to do business and in good standing in each jurisdiction where the character or location of its assets or properties owned, leased or operated by it or the nature of its activities makes such qualification necessary. The Buyer has all requisite full corporate power and authority necessary to own and operate its properties and to conduct its business as it is now conducted and to own, lease and operate its properties and assetsconducted.

Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to conduct its business as it is now conducted and to own, operate and lease and operate its properties and assets, to carry on its business as now being conducted and to enter into this Agreement and perform its obligations hereunder.

Organization. Buyer is a corporation corporation, duly organizedformed, validly existing existing, and in good standing under the laws of the State of Delaware. Buyer has all requisite the necessary power and authority to conduct carry on its business as it is now conducted and presently proposed to own, lease be conducted and operate its properties and assetsto carry out the transactions contemplated by this Agreement.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has obtained and currently maintains all requisite power and authority qualifications to conduct its do business as a foreign corporation in all other jurisdictions in which the character of Buyer’s properties or the nature of Buyer’s activities require it to be so qualified. Buyer is now conducted and to own, lease and operate not in default under or in violation of any provision of its properties and assetscertificate of incorporation or by-laws.

Organization. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has Delaware with all requisite corporate power and authority to conduct its business as it is now conducted and to own, lease and operate its properties and assetsassets and to carry on its business as now being conducted.

Organization. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of in the State of Delaware. Buyer has all requisite corporate power and authority required to conduct carry on its business as it is now conducted and to ownpurchase, lease acquire and operate its properties and assetsassume the Inventory from Seller.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite power and authority to conduct its business as it is now conducted own or lease the Purchased Assets and to own, lease conduct the Business in the manner and operate its properties in the places where the Purchased Assets are owned or leased and assetsthe Business is currently conducted.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Texas and the Commonwealth of Virginia and has all requisite corporate power and authority to conduct its business as it is now conducted execute, deliver and perform this Agreement and to own, lease and operate its properties and assetsconsummate the transactions contemplated hereby.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority There is no pending or, to conduct its business as it is now conducted and to ownthe knowledge of Buyer, lease and operate its properties and assetsthreatened Proceeding for the dissolution, liquidation, insolvency or rehabilitation of Buyer.

Organization. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all the requisite corporate power and authority to conduct carry on its business substantially as it is now conducted and to own, lease and operate its properties and assetsbeing conducted.