Common use of Authority Relative to the Original Agreement Clause in Contracts

Authority Relative to the Original Agreement. AGCO has all necessary corporate power and authority, and has taken all corporate action necessary, to authorize, execute, deliver and perform the Original Agreement and, as of the execution of such Ancillary Agreement, each Ancillary Agreement to which it is a party, and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, in accordance with the terms of the Original Agreement and the Ancillary Agreements, as applicable, and no other corporate action on the part of AGCO is necessary to authorize the execution, delivery and performance of the Original Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. The Original Agreement has been, and each Ancillary Agreement when executed will be, duly and validly executed and delivered by AGCO, and, assuming the due authorization, execution and delivery by Trimble and the Company of the Original Agreement and each Ancillary Agreement to which it is party, constitutes (or in the case of each Ancillary Agreements, will constitute) a valid, legal and binding agreement of AGCO, enforceable against AGCO in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 4.4

Authority Relative to the Original Agreement. AGCO has all necessary corporate power and authority, and has taken all corporate action necessary, to authorize, execute, deliver and perform the Original Agreement and, as of the execution of such Ancillary Agreement, each Ancillary Agreement to which it is a party, and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, in accordance with the terms of the Original Agreement and the Ancillary Agreements, as applicable, and no other corporate action on the part of AGCO is necessary to authorize the execution, delivery and performance of the Original Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. The Original Agreement has been, and each Ancillary Agreement when executed will be, duly and validly executed and delivered by AGCO, and, assuming the due authorization, execution and delivery by Trimble and the Company of the Original Agreement and each Ancillary Agreement to which it is party, constitutes (or in the case of each Ancillary Agreements, will constitute) a valid, legal and binding agreement of AGCO, enforceable against AGCO in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 4.4.

Authority Relative to the Original Agreement. AGCO Each of Trimble and any Subsidiary of Trimble that is or will be a party to any Ancillary Agreement has all necessary corporate power and authority, and has taken all corporate action necessary, to authorize, execute, deliver and perform the Original Agreement and, as of the execution of such Ancillary Agreement, each Ancillary Agreement to which it is a party, and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, in accordance with the terms of the Original Agreement and the Ancillary Agreements, as applicable, and no other corporate action on the part of AGCO Trimble or any of its Subsidiaries is necessary to authorize the execution, delivery and performance of the Original Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. The Original Agreement has been, and each Ancillary Agreement when executed will be, duly and validly executed and delivered by AGCOTrimble (and any Subsidiary of Trimble that is or will be a party to any Ancillary Agreement), and, assuming the due authorization, execution and delivery by Trimble AGCO and the Company of the Original Agreement and each Ancillary Agreement to which it is party, constitutes (or in the case of each Ancillary Agreements, will constitute) a valid, legal and binding agreement of AGCOTrimble and its applicable Subsidiaries, enforceable against AGCO Trimble and its applicable Subsidiaries in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 4.43.4

Authority Relative to the Original Agreement. AGCO Each of Trimble and any Subsidiary of Trimble that is or will be a party to any Ancillary Agreement has all necessary corporate power and authority, and has taken all corporate action necessary, to authorize, execute, deliver and perform the Original Agreement and, as of the execution of such Ancillary Agreement, each Ancillary Agreement to which it is a party, and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, in accordance with the terms of the Original Agreement and the Ancillary Agreements, as applicable, and no other corporate action on the part of AGCO Trimble or any of its Subsidiaries is necessary to authorize the execution, delivery and performance of the Original Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. The Original Agreement has been, and each Ancillary Agreement when executed will be, duly and validly executed and delivered by AGCOTrimble (and any Subsidiary of Trimble that is or will be a party to any Ancillary Agreement), and, assuming the due authorization, execution and delivery by Trimble AGCO and the Company of the Original Agreement and each Ancillary Agreement to which it is party, constitutes (or in the case of each Ancillary Agreements, will constitute) a valid, legal and binding agreement of AGCOTrimble and its applicable Subsidiaries, enforceable against AGCO Trimble and its applicable Subsidiaries in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 4.4.