Common use of Organization, Authority and Qualification of the Seller Clause in Contracts

Organization, Authority and Qualification of the Seller. The Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction where 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 and in good standing would not have a Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller. This Agreement has been, and upon their execution the Ancillary Agreements shall have been, duly executed and delivered by the Seller.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its formation Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary AgreementsAgreement, to carry out its obligations hereunder and thereunder and hereunder, to consummate the transactions contemplated hereby and therebyto conduct its Business, except where the failure to be in good standing would not have a Material Adverse Effect. The Seller is duly licensed or qualified to do business Business and is in good standing in each jurisdiction where in which the properties owned or leased by it or the operation of its business Business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing as would not have a Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby hereby, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and thereby the Certificate of Designations, have been duly authorized by all requisite corporate action on the part of the Seller. This Agreement has been, and upon their execution the Ancillary Agreements shall have been, been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary AgreementsAgreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction where 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 licensed, qualified or qualified and in good standing would not have a Material Adverse Effectmaterially and adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement and the Ancillary Agreements by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the SellerSeller and its stockholders. This Agreement has been, and upon their execution the Ancillary Agreements shall have been, been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.