Common use of Organization and Authority of the Purchaser Clause in Contracts

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it the Purchaser is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerCompany of this Agreement and the Ancillary Agreements to which the Company is a party) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, constitute legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by this Agreement and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby by this Agreement and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSeller and Xxxx Diversified, as the case may be) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation Minnesota and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by this Agreement and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby by this Agreement and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Subject to the approval of the Purchaser’s Board of Directors contemplated in Section 8.02(m), the execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a partyAgreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyby the Purchaser, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have beenwill be, duly executed and delivered by the PurchaserPurchaser (or Affiliates of the Purchaser in the case of Ancillary Agreements), and (assuming due authorization, execution and delivery by the Seller) each of this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall will constitute, legal, valid and binding obligations of the PurchaserPurchaser (or Affiliates of the Purchaser in the case of Ancillary Agreements), enforceable against the Purchaser or Affiliates of the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyAgreements, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution and delivery the Ancillary Agreements to which the Purchaser is a party shall have beenbe, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerCompany) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, constitute legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation organization and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution by the Purchaser the Ancillary Agreements to which the Purchaser is a party shall have beenwill be, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall will constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority to enter into this Agreement Agreement, the Pledge Amendment and the Ancillary Agreements Allonge and to which it is a partyissue the Extension Note, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Pledge Amendment and the Allonge and the issuance of the Extension Note by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyPurchaser, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has beenAgreement, the Pledge Amendment, the Allonge and upon their execution the Ancillary Agreements to which the Purchaser is a party shall Extension Note have been, been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) each of this Agreement constitutesAgreement, the Pledge Amendment, the Allonge and upon their execution the Ancillary Agreements to which the Purchaser is Extension Note constitutes a party shall constitute, legal, valid and binding obligations obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with their respective its terms.

Organization and Authority of the Purchaser. The Such Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the each Ancillary Agreements Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the such Purchaser of this Agreement and the each Ancillary Agreements Agreement to which it is a party, the performance by the such Purchaser of its obligations hereunder and thereunder and the consummation by the such Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the such Purchaser. This Agreement has been, and upon their execution the each Ancillary Agreements Agreement to which the such Purchaser is a party shall have been, duly executed and delivered by the such Purchaser, and (assuming due authorization, execution and delivery by the SellerExisting Shareholders, the Company and the other Purchaser) this Agreement constitutes, and upon their execution the each Ancillary Agreements Agreement to which the such Purchaser is a party shall constitute, legal, valid and binding obligations of the such Purchaser, enforceable against the such Purchaser in accordance with their respective terms.. Table of Contents

Organization and Authority of the Purchaser. The ------------------------------------------- Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction Province of its incorporation Ontario and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a partyAgreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyby the Purchaser, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have beenwill be, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall will constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. (a) The Purchaser is a company duly organized, validly existing and in good standing under the laws of Hong Kong and a wholly owned subsidiary of SPI. The Purchaser has all necessary corporate power and authority to enter into this Agreement and the Shareholders’ Agreement. SPI is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyCalifornia. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyShareholders’ Agreement, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their its execution the Ancillary Agreements to which the Purchaser is a party Shareholders’ Agreement shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon their its execution the Ancillary Agreements to which the Purchaser is a party Shareholders’ Agreement shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) and necessary stamping. The Purchaser is not the subject of an Insolvency Event.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerCompany) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation company duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a partyAgreement, to carry out its obligations hereunder and thereunder to consummate the transactions contemplated hereby. The Purchaser is duly licensed or qualified to do business in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified would not adversely affect the ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated hereby and therebyby, this Agreement. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyAgreement, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery of this Agreement by the each Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, constitutes legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their its respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a partyEscrow Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by this Agreement and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyEscrow Agreement, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby by this Agreement and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their its execution the Ancillary Agreements to which the Purchaser is a party Escrow Agreement shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their its execution the Ancillary Agreements to which the Purchaser is a party Escrow Agreement shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Asset Purchase Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Asset Purchase Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the Asset Purchase Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Asset Purchase Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a partyAgreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyby the Purchaser, the performance by the Purchaser of its obligations hereunder and thereunder thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action on the part of the Purchaser. This Agreement has been, and upon their execution each of the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, Purchaser and (assuming due authorization, execution and delivery by the SellerCompany and the Sellers) this Agreement constitutes, and upon their execution each of the Ancillary Agreements to which the Purchaser is a party shall will constitute, a legal, valid and binding obligations agreement of the Purchaser, enforceable against the Purchaser Purchaser, in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, moratorium or similar Laws affecting or relating to creditor’s rights generally, and subject to general principles of equity.

Organization and Authority of the Purchaser. The Purchaser is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation formation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by this Agreement and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyAgreements, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby by this Agreement and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the applicable Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerCompany and the Sellers) this Agreement constitutes, and upon their its execution the each Ancillary Agreements to which the Purchaser is a party shall constitute, a legal, valid and binding obligations obligation of the Purchaser, enforceable against the Purchaser in accordance with their its respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyparty by the Purchaser, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action action. No other corporate proceedings on the part of the PurchaserPurchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and and, as applicable, upon their execution the Ancillary Agreements to which the Purchaser is a party shall will have been, duly and validly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Sellerother Parties) this Agreement constitutes, and and, as applicable, upon their execution the Ancillary Agreements to which the Purchaser is a party shall will constitute, legal, valid and binding obligations of the Purchaser, Purchaser enforceable against the Purchaser it in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The copies of the Purchaser's certificate of incorporation and by-laws, as amended, previously made available to the Seller, are complete and correct. The Purchaser has all necessary the full legal right, requisite corporate power and authority to enter into into, and has taken all corporate action necessary to execute, deliver and perform fully its obligations under, this Agreement and the Ancillary Agreements Operative Documents to which it is will be a party, to carry out its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by the Purchaser of this Agreement and the Ancillary Agreements Operative Documents to which it is will be a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby party have been duly authorized by all requisite necessary corporate action on the part of the PurchaserPurchaser (including any necessary stockholder action) and no other corporate proceeding on the part of the Purchaser is necessary to authorize this Agreement and the Operative Documents. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, been duly executed and delivered by the PurchaserPurchaser and constitutes, and (assuming due authorization, upon the execution and delivery by the Seller) this Agreement constitutes, and upon their execution Purchaser of the Ancillary Agreements Operative Documents to which the Purchaser it is a party each such Operative Document shall constitute, legal, a valid and legally binding obligations agreement of the Purchaser, Purchaser enforceable against the Purchaser in accordance with their respective its terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has all necessary corporate limited liability company power and authority to enter into this Agreement and the Ancillary Agreements to which it is a partyEscrow Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyEscrow Agreement, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of the Purchaser. This Agreement has been, and upon their its execution the Ancillary Agreements to which the Purchaser is a party Escrow Agreement shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers and the Company) this Agreement constitutes, and upon their its execution the Ancillary Agreements to which the Purchaser is a party Escrow Agreement shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

Organization and Authority of the Purchaser. The Purchaser is a corporation federal savings bank duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and United States. The Purchaser has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a partyAgreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyby the Purchaser, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, Purchaser enforceable against the Purchaser in accordance with their respective terms.