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

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 under the Laws of its jurisdiction of incorporation or formation. Buyer has 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, full power and authority to execute and deliver each 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 Ancillary Agreements to which it is a party. The execution, delivery and performance of this Agreement, and the 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 constitutes the 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 remedies and principles (whether considered in a proceeding at law or in equity). The execution, delivery and performance of each of the 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 each such Affiliate of Buyer and constitutes or will constitute the valid and legally binding obligations of Buyer and each such Affiliate 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 remedies and principles (whether considered in a proceeding at law or in equity).

Buyer’s Organization; Power; Execution. Each of (a) 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 incorporation or formation. Buyer has 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, full power and authority to execute and deliver each Ancillary Agreement 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 Ancillary Agreements Transaction Documents (other than this Agreement) to which it is or will be a party, including the Financing. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have This Agreement has 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 the due authorization, execution and delivery of this Agreement by Seller, constitutes the 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 remedies and principles (whether considered in a proceeding at law or in equity)remedies. The execution, delivery and performance of each Each of the Ancillary Agreements have 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 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 each delivery of such Affiliate of Buyer and Transaction Document by Seller, constitutes or will constitute the a valid and legally binding obligations obligation of Buyer and each such Affiliate 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 remedies and principles (whether considered in a proceeding at law or in equity)remedies.

Buyer’s Organization; Power; Execution. Each of Buyer and any each Affiliate of Buyer that is a party to this Agreement or any Ancillary Agreement is a 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 incorporation or formation. Buyer has 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. Each of Buyer and any each Affiliate of Buyer that is a party to any Ancillary Agreement hasTransaction Document (other than this Agreement, the French Offer Letter and the Dutch Offer Letter) have, or will have at the Applicable Closing, full power and authority to execute and deliver each Ancillary Agreement 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 Ancillary Agreements Transaction Documents (other than this Agreement, the French Offer Letter and the Dutch Offer Letter) to which it is or will be a party. The execution, delivery and performance of this This Agreement, the French Offer Letter and the consummation of the transactions contemplated hereby, Dutch Offer Letter have been duly authorized by all necessary action on the part of Buyer and this Agreement has 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 (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 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 each such Affiliate of Buyer and constitutes the or will constitute a valid and legally binding obligation of Buyer enforceable 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 and principles (whether considered in a proceeding at law or in equity). The execution, delivery and performance of each of the 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 each such Affiliate of Buyer and constitutes or will constitute the valid and legally binding obligations of Buyer and each such Affiliate 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 remedies and principles (whether considered in a proceeding at law or in equity)remedies.

Buyer’s Organization; Power; Execution. Each of Buyer and any each Affiliate of Buyer that is a party to this Agreement or any Ancillary Agreement is a 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 incorporation or formation. Xxxxx and Buyer has 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. Each of Buyer and any each Affiliate of Buyer that is a party to any Ancillary Agreement hasTransaction Document (other than this Agreement) have, or will have at the Applicable Closing, full power and authority to execute and deliver each Ancillary Agreement 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 Ancillary Agreements Transaction Documents (other than this Agreement) to which it is or will be a party. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have This Agreement has been duly authorized by all necessary action on the part of Buyer and this Agreement Buyer Israeli Subsidiary and has been duly executed and delivered by Xxxxx and Buyer Israeli Subsidiary and constitutes the a valid and legally binding obligation of Buyer enforceable 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 remedies and principles (whether considered in a proceeding at law or in equity)Enforceability Exceptions. The execution, delivery and performance of each Each of the Ancillary Agreements have Transaction Documents (other than this Agreement) has been duly authorized by all necessary action on the part of Buyer and each Affiliate of Buyer that is a party thereto, to any Transaction Document (other than this Agreement) and each Ancillary Agreement has been, or will be at the Applicable Closing, duly executed and delivered by Buyer and each such Affiliate of Buyer and constitutes or will constitute the a valid and legally binding obligations obligation of Buyer and each such Affiliate 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 remedies and principles (whether considered in a proceeding at law or in equity)Enforceability Exceptions. Section 4.02.

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 incorporation or formationincorporation. Buyer has full 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. Each of Buyer and any Affiliate of Buyer that is a party to any Ancillary Agreement has, or will have at the Applicable Closing, full all requisite power and authority to execute and deliver each Ancillary Agreement 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 Ancillary Agreements Transaction Documents (other than this Agreement) to which it is or will be a party, including the Financing. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have This Agreement has 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 the due authorization, execution and delivery of this Agreement by Seller and the Selling Subsidiary, constitutes the a valid and legally binding obligation of Buyer enforceable in 40 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 and principles (whether considered in a proceeding at law or in equity)remedies. The execution, delivery and performance of each Each of the Ancillary Agreements have 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 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 of such Transaction Document by each such Affiliate of Buyer and other party thereto, constitutes or will constitute the a valid and legally binding obligations obligation of Buyer and each such Affiliate of Buyer enforceable in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (bii) the availability of injunctive relief and other equitable remedies and principles (whether considered in a proceeding at law or in equity)remedies.

Buyer’s Organization; Power; Execution. Each of Buyer and any each Affiliate of Buyer that is a party to this Agreement or any Ancillary Agreement is a Transaction Document are legal entity entities duly organized, validly existing and and, where applicable, in good standing under the Laws of its jurisdiction their respective jurisdictions of incorporation or formation. Buyer has 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 each Affiliate of Buyer that is a party to any Ancillary Agreement hasTransaction Document (other than this Agreement) have, or will have at the Applicable applicable Closing, full power and authority to execute and deliver each Ancillary Agreement 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 Ancillary Agreements Transaction Documents (other than this Agreement) to which it is a party, including the Financing. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have This Agreement has been duly authorized by all necessary action on the part of Buyer and this Agreement has been duly executed and delivered by Buyer and constitutes the valid and legally binding obligation obligations 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 remedies and principles (whether considered in a proceeding at law or in equity)remedies. The execution, delivery and performance of each Each of the Ancillary Agreements have 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 thereto, to any Transaction Document (other than this Agreement) and each Ancillary Agreement has been, or will be at the Applicable applicable Closing, duly executed and delivered by Buyer and each such Affiliate of Buyer and constitutes or will constitute the valid and legally binding obligations of Buyer and each such Affiliate 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 remedies and principles (whether considered in a proceeding at law or in equity)remedies.

Buyer’s Organization; Power; Execution. Each of Buyer and any each Affiliate of Buyer that is a party to this Agreement or any Ancillary Agreement is a 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 incorporation or formation. Buyer has 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. Each of Buyer and any each Affiliate of Buyer that is a party to any Ancillary Transaction Document (other than this Agreement hasand the Final Binding Offer Letter) have, or will have at the Applicable Closing, full power and authority to execute and deliver each Ancillary Transaction Document (other than this Agreement 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 Ancillary Agreements Transaction Documents (other than this Agreement and the Final Binding Offer Letter) to which it is or will be a party, including the Financing. The execution, delivery and performance of this Agreement, This Agreement and the consummation of the transactions contemplated hereby, Final Binding Offer Letter have been duly authorized by all necessary action on the part of Buyer and this Agreement has have been duly executed and delivered by Buyer and constitutes the constitute valid and legally binding obligation obligations of Buyer enforceable 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 and principles (whether considered in a proceeding at law or in equity)remedies. The execution, delivery and performance of each Each of the Ancillary Agreements have Transaction Documents (other than this Agreement 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 theretoto any Transaction Document (other than this Agreement and the Final Binding Offer Letter), and each Ancillary Agreement has been, or will be at the Applicable Closing, duly executed and delivered by Buyer and each such Affiliate of Buyer and constitutes or will constitute the valid and legally binding obligations of Buyer and each such Affiliate of Buyer enforceable in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (bii) the availability of injunctive relief and other equitable remedies and principles (whether considered in a proceeding at law or in equity)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 incorporation or formationincorporation. Buyer has full 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. Each of Buyer and any Affiliate of Buyer that is a party to any Ancillary Agreement has, or will have at the Applicable Closing, full all requisite power and authority to execute and deliver each Ancillary Agreement 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 Ancillary Agreements Transaction Documents (other than this Agreement) to which it is or will be a party, including the Financing. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have This Agreement has 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 the due authorization, execution and delivery of this Agreement by Seller and the Selling Subsidiary, constitutes the 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 remedies and principles (whether considered in a proceeding at law or in equity)remedies. The execution, delivery and performance of each Each of the Ancillary Agreements have 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 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 of such Transaction Document by each such Affiliate of Buyer and other party thereto, constitutes or will constitute the a valid and legally binding obligations obligation of Buyer and each such Affiliate of Buyer enforceable in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (bii) the availability of injunctive relief and other equitable remedies and principles (whether considered in a proceeding at law or in equity)remedies.

Buyer’s Organization; Power; Execution. Each of Buyer and any each Affiliate of Buyer that is a party to this Agreement or any Ancillary Agreement is a 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 incorporation or formation. Buyer has 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. Each of Buyer and any each Affiliate of Buyer that is a party to any Ancillary Transaction Document (other than this Agreement hasand the Final Binding Offer Letter) have, or will have at the Applicable Closing, full power and authority to execute and deliver each Ancillary Transaction Document (other than this Agreement 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 Ancillary Agreements Transaction Documents (other than this Agreement and the Final Binding Offer Letter) to which it is or will be a party. The execution, delivery and performance of this Agreement, This Agreement and the consummation of the transactions contemplated hereby, Final Binding Offer Letter have been duly authorized by all necessary action on the part of Buyer and this Agreement has have been duly executed and delivered by Buyer and constitutes the constitute valid and legally binding obligation obligations of Buyer enforceable 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 and principles (whether considered in a proceeding at law or in equity)Enforceability Exceptions. The execution, delivery and performance of each Each of the Ancillary Agreements have 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 thereto, to any Transaction Document (other than this Agreement and each Ancillary Agreement the Final Binding Offer Letter) and has been, or will be at the Applicable Closing, duly executed and delivered by Buyer and each such Affiliate of Buyer and constitutes or will constitute the a valid and legally binding obligations obligation of Buyer and each such Affiliate 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 remedies and principles (whether considered in a proceeding at law or in equity)Enforceability Exceptions.

Buyer’s Organization; Power; Execution. Each of Buyer and any each Affiliate of Buyer that is a party to this Agreement or any Ancillary Agreement is a 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 incorporation or formation. Buyer has 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. Each of Buyer and any each Affiliate of Buyer that is a party to any Ancillary Transaction Document (other than this Agreement hasand the Final Binding Offer Letter) have, or will have at the Applicable Closing, full power and authority to execute and deliver each Ancillary Transaction Document (other than this Agreement 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 Ancillary Agreements Transaction Documents (other than this Agreement and the Final Binding Offer Letter) to which it is or will be a party. The execution, delivery and performance of this Agreement, This Agreement and the consummation of the transactions contemplated hereby, Final Binding Offer Letter have been duly authorized by all necessary action on the part of Buyer and this Agreement has 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 (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 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 each such Affiliate of Buyer and constitutes the or will constitute a valid and legally binding obligation of Buyer enforceable 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 and principles (whether considered in a proceeding at law or in equity). The execution, delivery and performance of each of the 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 each such Affiliate of Buyer and constitutes or will constitute the valid and legally binding obligations of Buyer and each such Affiliate 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 remedies and principles (whether considered in a proceeding at law or in equity)remedies.