Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

Organization; Authority. Such BuyerOrganization, Authority and Power. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization withand has the requisite power and authority to enter into this Agreement, to consummate each of the transactions and undertakings contemplated hereby, and to consummateperform all the transactions contemplatedterms and conditions hereof to be performed by it. The execution, delivery and performance of the Transaction Documents (as defined below) to which itthe Purchaser is a party and otherwise to carry outconsummation of each of the transactions and undertakings contemplated hereby and thereby have been duly authorized by all requisite action on its obligations hereunderpart under the Purchaser’s constituent or governing documents and thereunder.applicable law.

Organization; Authority. Such BuyerPurchaser is either an individual or an entity duly organized,incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation or formation with the requisitefull right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. Such BuyerPurchaser is either an individual or an entity duly organized,incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation or formation with the requisitefull right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Power and Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdictionState of its organization with the requisite powerDelaware and authority to enter into and to consummateconsummation by Buyer of the transactions contemplated hereby are within Buyer’s organizational powers and have been duly authorized by all necessary organizational actions on the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.part of Buyer.

Organization; Authority. Such BuyerThe Purchaser is either an individual or an entity duly organized,incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation or formation with the requisitefull right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a partythis Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. SuchSection # Organization. Buyer is an entitya corporation, duly organized, validly existing and in good standing under the lawsLaws of the jurisdiction of its organization with theformation and has all requisite power and authority to enter intoown, lease and operate its properties and to consummatecarry on its businesses as now being conducted, except where the failure to have such power or authority would prevent or materially delay Buyer from consummating the transactions contemplated under this Agreement or otherwise prevent Buyer from complying with the terms and provisions of this Agreement. Buyer has delivered to the Company copies of its respective Governing Documents in effect as of the date of this Agreement. Buyer is not in violation of any provision of its Governing Documents. Buyer is duly qualified or licensed to transact business and is in good standing in each jurisdiction in which the property and assets owned, leased or operated by it, or the Transaction Documents (as defined below) to which it is a partynature of the business conducted by it, makes such qualification or licensing necessary, except for such failures that would not prevent or materially delay Buyer from consummating the transactions contemplated under this Agreement or otherwise prevent Buyer from complying with the terms and otherwise to carry out its obligations hereunder and thereunder.provisions of this Agreement.

Organization; Authority. Such BuyerThe Purchaser is either an individual or an entity duly organized,incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation or formation with the requisitefull right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a partythis Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. SuchOrganization. The Buyer is an entitya limited liability company duly organized,organized and validly existing and in good standing under the laws of the jurisdiction of its organization within which it is organized, and has the requisite organizational power and authority to enter intoown its properties and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry outon its obligations hereunder and thereunder.business as now being conducted.

Organization; Authority. Such BuyerAuthority; Enforceability. Purchaser is an entity duly organized,organized and validly existing and in good standing under the laws of theits jurisdiction of its organization withorganization. Purchaser has the requisitenecessary company power and authorityauthority, and has taken all company action necessary, to enter intoexecute and deliver this Agreement, and all other documents and agreements executed or to be executed by it under or in connection with this Agreement, and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry outperform its obligations hereunder and thereunder. This Agreement does, and all other documents and agreements to be executed by Purchaser as