Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The execution and delivery of this Agreement by Bayer and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate action under Applicable Law and the relevant Charter Documents on the part of Bayer and do not require the approval of the stockholders of Bayer. This Agreement has been duly executed and delivered by Bayer and constitutes the legal, valid and binding obligation of Bayer enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law) and (iii) limited by general principles of Applicable Law regarding the enforceability of arbitral awards and judicial decisions.

Authorization and Validity of Agreement. The execution and delivery of this Agreement by Bayer Supplier and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate action under Applicable Law and the relevant Charter Documents on the part of Bayer Supplier and do not require the approval of the stockholders of BayerSupplier. This Agreement has been duly executed and delivered by Bayer Supplier and constitutes the legal, valid and binding obligation of Bayer Supplier enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law) and (iii) limited by general principles of Applicable Law regarding the enforceability of arbitral awards and judicial decisions.

Authorization and Validity of Agreement. The execution and delivery of this Agreement by Bayer Xxxxx and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate action under Applicable Law and the relevant Charter Documents on the part of Bayer Xxxxx and do not require the approval of the stockholders of BayerXxxxx. This Agreement has been duly executed and delivered by Bayer Xxxxx and constitutes the legal, valid and binding obligation of Bayer Xxxxx enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law) and (iii) limited by general principles of Applicable Law regarding the enforceability of arbitral awards and judicial decisions.

Authorization and Validity of Agreement. The execution and delivery of this Agreement by Bayer Newco and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate action under Applicable Law and the relevant Charter Documents on the part of Bayer Newco and do not require the approval of the stockholders of BayerNewco. This Agreement has been duly executed and delivered by Bayer Newco and constitutes the legal, valid and binding obligation of Bayer Newco enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law) and (iii) limited by general principles of Applicable Law regarding the enforceability of arbitral awards and judicial decisions.

Authorization and Validity of Agreement. The execution and delivery of this Agreement by Bayer Distributor and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate action under Applicable Law and the relevant Charter Documents on the part of Bayer Distributor and do not require the approval of the stockholders of BayerDistributor. This Agreement has been duly executed and delivered by Bayer Distributor and constitutes the legal, valid and binding obligation of Bayer Distributor enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law) and (iii) limited by general principles of Applicable Law regarding the enforceability of arbitral awards and judicial decisions.

Authorization and Validity of Agreement. The execution and delivery of this Agreement by Bayer and the consummation by it performance of the transactions contemplated hereby its obligations hereunder have been duly authorized and approved by all necessary corporate company or other action under Applicable Law and the relevant Charter Documents on the part of Bayer and do not require the approval of the stockholders equity holders of Bayer. This Agreement has been duly executed and delivered by Bayer and constitutes the legal, valid and binding obligation of Bayer enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law) and (iii) limited by general principles of Applicable Law regarding the enforceability of arbitral awards and judicial decisions.

Authorization and Validity of Agreement. The execution and delivery of this Agreement by Bayer the Company and the consummation performance by it of the transactions contemplated hereby obligations hereunder have been duly authorized and approved by all necessary corporate or other action under Applicable Law and the relevant Charter Documents on the part of Bayer the Company and do not require the approval of the stockholders equity holders of Bayerthe Company. This Agreement has been duly executed and delivered by Bayer the Company and constitutes the legal, valid and binding obligation of Bayer the Company enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law) and (iii) limited by general principles of Applicable Law regarding the enforceability of arbitral awards and judicial decisions.