Common use of Buyer’s Organization; Power; Execution Clause in Contracts

Buyer’s Organization; Power; Execution. Buyer is a legal entity duly organized, validly existing and in good standing (where such concept is recognized in the relevant jurisdiction) under the Laws of its jurisdiction of incorporation. Buyer has all requisite power and authority to execute and deliver this Agreement and to carry out, or cause to be carried out, the transactions contemplated hereby. Buyer has, or will have at the Closing, all requisite power and authority to execute and deliver each Transaction Document (other than this Agreement) to which it is or will be a party and to carry out, or cause to be carried out, the transactions contemplated by each of the Transaction Documents (other than this Agreement) to which it is or will be a party, including the Financing. This Agreement has been duly authorized by all necessary action on the part of Buyer and has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of this Agreement by Seller and the Selling Subsidiary, constitutes a valid and legally binding obligation of Buyer in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) the availability of injunctive relief and other equitable remedies. Each of the Transaction Documents (other than this Agreement) and the Financing has been duly authorized by all necessary action on the part of Buyer and has been, or will be at the Closing, duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of such Transaction Document by each other party thereto, constitutes or will constitute a valid and legally binding obligation of Buyer in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (ii) the availability of injunctive relief and other equitable remedies.

Buyer’s Organization; Power; Execution. Each of Buyer and any Affiliate of Buyer that is a party to this Agreement or any Ancillary Agreement is a legal entity duly organized, validly existing and in good standing (where such concept is recognized in the relevant jurisdiction) under the Laws of its jurisdiction of incorporationincorporation or formation. Buyer has all requisite full power and authority to execute and deliver this Agreement and to carry out, or cause to be carried out, the transactions contemplated hereby. Each of Buyer and any Affiliate of Buyer that is a party to any Ancillary Agreement has, or will have at the Applicable Closing, all requisite full power and authority to execute and deliver each Transaction Document (other than this Agreement) Ancillary Agreement to which it is or will be a party and to carry out, or cause to be carried out, the transactions contemplated by each of the Transaction Documents (other than this Agreement) Ancillary Agreements to which it is or will be a party. The execution, including delivery and performance of this Agreement, and the Financing. This Agreement has consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Buyer and this Agreement has been duly executed and delivered by Buyer and, assuming and constitutes the due authorization, execution and delivery of this Agreement by Seller and the Selling Subsidiary, constitutes a valid and legally binding obligation of Buyer enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) the availability of injunctive relief and other equitable remediesremedies and principles (whether considered in a proceeding at law or in equity). Each The execution, delivery and performance of each of the Transaction Documents (other than this Agreement) and the Financing has Ancillary Agreements have been duly authorized by all necessary action on the part of Buyer and each Affiliate of Buyer that is a party thereto, and each Ancillary Agreement has been, or will be at the Applicable Closing, duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery each such Affiliate of such Transaction Document by each other party thereto, Buyer and constitutes or will constitute a the valid and legally binding obligation obligations of Buyer and each such Affiliate of Buyer enforceable in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (iib) the availability of injunctive relief and other equitable remediesremedies and principles (whether considered in a proceeding at law or in equity).

Buyer’s Organization; Power; Execution. Buyer and each Affiliate of Buyer that is a party to any Transaction Document are legal entity entities duly organized, validly existing and in good standing (where such concept is recognized in the relevant jurisdiction) under the Laws of its jurisdiction their respective jurisdictions of incorporationincorporation or formation. Buyer has all requisite full power and authority to execute and deliver this Agreement and the Final Binding Offer Letter and to carry out, or cause to be carried out, the transactions contemplated herebyhereby and thereby. Buyer hasand each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement and the Final Binding Offer Letter) have, or will have at the Applicable Closing, all requisite full power and authority to execute and deliver each Transaction Document (other than this AgreementAgreement and the Final Binding Offer Letter) to which it is or will be a party and to carry out, or cause to be carried out, the transactions contemplated by each of the Transaction Documents (other than this AgreementAgreement and the Final Binding Offer Letter) to which it is or will be a party, including the Financing. This Agreement has and the Final Binding Offer Letter have been duly authorized by all necessary action on the part of Buyer and has have been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of this Agreement by Seller and the Selling Subsidiary, constitutes a constitute valid and legally binding obligation obligations of Buyer in accordance with its their terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) the availability of injunctive relief and other equitable remedies. Each of the Transaction Documents (other than this Agreement) Agreement and the Financing Final Binding Offer Letter) has been duly authorized by all necessary action on the part of Buyer and each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement and the Final Binding Offer Letter) and has been, or will be at the Applicable Closing, duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery each such Affiliate of such Transaction Document by each other party thereto, Buyer and constitutes or will constitute a valid and legally binding obligation of Buyer and each such Affiliate of Buyer in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (iib) the availability of injunctive relief and other equitable remedies.

Buyer’s Organization; Power; Execution. Buyer and each Affiliate of Buyer that is a party to any Transaction Document are legal entity entities duly organized, validly existing and in good standing (where such concept is recognized in the relevant jurisdiction) under the Laws of its jurisdiction their respective jurisdictions of incorporationincorporation or formation. Buyer has all requisite full power and authority to execute and deliver this Agreement Agreement, the French Offer Letter and the Dutch Offer Letter and to carry out, or cause to be carried out, the transactions contemplated herebyhereby and thereby. Buyer hasand each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement, the French Offer Letter and the Dutch Offer Letter) have, or will have at the Closing, all requisite full power and authority to execute and deliver each Transaction Document (other than this Agreement, the French Offer Letter and the Dutch Offer Letter) to which it is or will be a party and to carry out, or cause to be carried out, the transactions contemplated by each of the Transaction Documents (other than this Agreement, the French Offer Letter and the Dutch Offer Letter) to which it is or will be a party, including the Financing. This Agreement has Agreement, the French Offer Letter and the Dutch Offer Letter have been duly authorized by all necessary action on the part of Buyer and has have been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of this Agreement by Seller and the Selling Subsidiary, constitutes a constitute valid and legally binding obligation obligations of Buyer in accordance with its their terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) the availability of injunctive relief and other equitable remedies. Each of the Transaction Documents (other than this Agreement) , the French Offer Letter and the Financing Dutch Offer Letter) has been duly authorized by all necessary action on the part of Buyer and each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement, the French Offer Letter and the Dutch Offer Letter) and has been, or will be at the Closing, duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery each such Affiliate of such Transaction Document by each other party thereto, Buyer and constitutes or will constitute a valid and legally binding obligation of Buyer and each such Affiliate of Buyer in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (iib) the availability of injunctive relief and other equitable remedies.

Buyer’s Organization; Power; Execution. Buyer and each Affiliate of Buyer that is a party to any Transaction Document are legal entity entities duly organized, validly existing and in good standing (where such concept is recognized in the relevant jurisdiction) under the Laws of its jurisdiction their respective jurisdictions of incorporationincorporation or formation. Xxxxx and Buyer has all requisite Israeli Subsidiary have full power and authority to execute and deliver this Agreement and to carry out, or cause to be carried out, the transactions contemplated hereby. Buyer hasand each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement) have, or will have at the Closing, all requisite full power and authority to execute and deliver each Transaction Document (other than this Agreement) to which it is or will be a party and to carry out, or cause to be carried out, the transactions contemplated by each of the Transaction Documents (other than this Agreement) to which it is or will be a party, including the Financing. This Agreement has been duly authorized by all necessary action on the part of Buyer and Buyer Israeli Subsidiary and has been duly executed and delivered by Xxxxx and Buyer and, assuming the due authorization, execution Israeli Subsidiary and delivery of this Agreement by Seller and the Selling Subsidiary, constitutes a valid and legally binding obligation of Buyer and Buyer Israeli Subsidiary in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) the availability of injunctive relief and other equitable remediesEnforceability Exceptions. Each of the Transaction Documents (other than this Agreement) and the Financing has been duly authorized by all necessary action on the part of Buyer and each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement) and has been, or will be at the Closing, duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery each such Affiliate of such Transaction Document by each other party thereto, Buyer and constitutes or will constitute a valid and legally binding obligation of Buyer and each such Affiliate of Buyer in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (ii) the availability of injunctive relief and other equitable remediesEnforceability Exceptions.

Buyer’s Organization; Power; Execution. (a) Buyer is a legal entity duly organized, validly existing and in good standing (where such concept is recognized in the relevant jurisdiction) under the Laws of its jurisdiction of incorporationincorporation or formation. Buyer has all requisite full power and authority to execute and deliver this Agreement and to carry out, or cause to be carried out, the transactions contemplated hereby. Buyer has, or will have at the Closing, all requisite full power and authority to execute and deliver each Transaction Document (other than this Agreement) to which it is or will be a party and to carry out, or cause to be carried out, the transactions contemplated by each of the Transaction Documents (other than this Agreement) to which it is or will be a party, including the Financing. This Agreement has been duly authorized by all necessary action on the part of Buyer and has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of this Agreement by Seller and the Selling SubsidiarySeller, constitutes a valid and legally binding obligation of Buyer in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) the availability of injunctive relief and other equitable remedies. Each of the Transaction Documents (other than this Agreement) and the Financing has been duly authorized by all necessary action on the part of Buyer and has been, or will be at the Closing, duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of such Transaction Document by each other party theretoSeller, constitutes or will constitute a valid and legally binding obligation of Buyer in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (iib) the availability of injunctive relief and other equitable remedies. (b) Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions.

Buyer’s Organization; Power; Execution. Buyer and each Affiliate of Buyer that is a party to any Transaction Document are legal entity entities duly organized, validly existing and in good standing (where such concept is recognized in the relevant jurisdiction) under the Laws of its jurisdiction their respective jurisdictions of incorporationincorporation or formation. Buyer has all requisite full power and authority to execute and deliver this Agreement and the Final Binding Offer Letter and to carry out, or cause to be carried out, the transactions contemplated herebyhereby and thereby. Buyer hasand each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement and the Final Binding Offer Letter) have, or will have at the Applicable Closing, all requisite full power and authority to execute and deliver each Transaction Document (other than this AgreementAgreement and the Final Binding Offer Letter) to which it is or will be a party and to carry out, or cause to be carried out, the transactions contemplated by each of the Transaction Documents (other than this AgreementAgreement and the Final Binding Offer Letter) to which it is or will be a party, including the Financing. This Agreement has and the Final Binding Offer Letter have been duly authorized by all necessary action on the part of Buyer and has have been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of this Agreement by Seller and the Selling Subsidiary, constitutes a constitute valid and legally binding obligation obligations of Buyer in accordance with its their terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) the availability of injunctive relief and other equitable remedies. Each of the Transaction Documents (other than this AgreementAgreement and the Final Binding Offer Letter) and the Financing has been duly authorized by all necessary action on the part of Buyer and each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement and the Final Binding Offer Letter), and has been, or will be at the Applicable Closing, duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery each such Affiliate of such Transaction Document by each other party thereto, Buyer and constitutes or will constitute a valid and legally binding obligation obligations of Buyer and each such Affiliate of Buyer in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (ii) the availability of injunctive relief and other equitable remedies.

Buyer’s Organization; Power; Execution. Buyer and each Affiliate of Buyer that is a party to any Transaction Document are legal entity entities duly organized, validly existing and and, where applicable, in good standing (where such concept is recognized in the relevant jurisdiction) under the Laws of its jurisdiction their respective jurisdictions of incorporationincorporation or formation. Buyer has all requisite full power and authority to execute and deliver this Agreement and to carry out, or cause to be carried out, the transactions contemplated hereby. Buyer hasand each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement) have, or will have at the applicable Closing, all requisite full power and authority to execute and deliver each Transaction Document (other than this Agreement) to which it is or will be a party and to carry out, or cause to be carried out, the transactions contemplated by each of the Transaction Documents (other than this Agreement) to which it is or will be a party, including the Financing. This Agreement has been duly authorized by all necessary action on the part of Buyer and has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of this Agreement by Seller and the Selling Subsidiary, constitutes a valid and legally binding obligation obligations of Buyer in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) the availability of injunctive relief and other equitable remedies. Each of the Transaction Documents (other than this Agreement) and the Financing has been duly authorized by all necessary action on the part of Buyer and each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement) and has been, or will be at the applicable Closing, duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery each such Affiliate of such Transaction Document by each other party thereto, Buyer and constitutes or will constitute a valid and legally binding obligation obligations of Buyer and each such Affiliate of Buyer in accordance with its terms, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (iib) the availability of injunctive relief and other equitable remedies.

Buyer’s Organization; Power; Execution. Buyer and each Affiliate of Buyer that is a party to any Transaction Document are legal entity entities duly organized, validly existing and in good standing (where such concept is recognized in the relevant jurisdiction) under the Laws of its jurisdiction their respective jurisdictions of incorporationincorporation or formation. Buyer has all requisite full power and authority to execute and deliver this Agreement and the Final Binding Offer Letter and to carry out, or cause to be carried out, the transactions contemplated herebyhereby and thereby. Buyer hasand each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement and the Final Binding Offer Letter) have, or will have at the Applicable Closing, all requisite full power and authority to execute and deliver each Transaction Document (other than this AgreementAgreement and the Final Binding Offer Letter) to which it is or will be a party and to carry out, or cause to be carried out, the transactions contemplated by each of the Transaction Documents (other than this AgreementAgreement and the Final Binding Offer Letter) to which it is or will be a party, including the Financing. This Agreement and the Final Binding Offer Letter have been duly authorized by all necessary action on the part of Buyer and have been duly executed and delivered by Buyer and constitute valid and legally binding obligations of Buyer in accordance with their terms, except as such enforceability may be limited by the Enforceability Exceptions. Each of the Transaction Documents (other than this Agreement and the Final Binding Offer Letter) has been duly authorized by all necessary action on the part of Buyer and each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement and the Final Binding Offer Letter) and has been been, or will be at the Applicable Closing, duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery each such Affiliate of this Agreement by Seller Buyer and the Selling Subsidiary, constitutes or will constitute a valid and legally binding obligation of Buyer and each such Affiliate of Buyer in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) the availability of injunctive relief and other equitable remedies. Each of the Transaction Documents (other than this Agreement) and the Financing has been duly authorized by all necessary action on the part of Buyer and has been, or will be at the Closing, duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of such Transaction Document by each other party thereto, constitutes or will constitute a valid and legally binding obligation of Buyer in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (ii) the availability of injunctive relief and other equitable remediesEnforceability Exceptions.