Common use of Corporate Organization and Authority of Seller Clause in Contracts

Corporate Organization and Authority of Seller. Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Mississippi. Seller has the corporate power and authority to own or lease its properties and to conduct the Business as it is now being conducted, and Seller has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Seller is duly licensed or qualified and in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of Seller, taken as a whole, or the ability of Seller to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of Seller, and no other corporate proceeding on the part of Seller is necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Corporate Organization and Authority of Seller. Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Mississippi. Seller has the corporate power Delaware and authority to own or lease its properties and to conduct the Business as it is now being conducted, and Seller has the corporate power and authority to enter into and perform its obligations under this Agreement and the other documents and agreements to perform be executed and delivered by Seller in connection herewith. The copies of the Certificate of Incorporation of Seller and its obligations hereunderBylaws, previously delivered by Seller to Purchaser, are true, correct and complete. Seller is duly licensed or qualified and in good standing as a foreign corporation in each jurisdiction all jurisdictions in which the its ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of Seller, taken as a whole, or the ability of Seller to enter into and perform its obligations under this Agreement. The execution execution, delivery and delivery performance of this Agreement and the other documents and agreements to be made by Seller in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of Seller, and no other corporate proceeding on the part of Seller is necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been and all other documents and agreements to be made by Seller in connection herewith will be duly and validly executed and delivered by Seller and constitutes a legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Corporate Organization and Authority of Seller. Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State Commonwealth of MississippiPennsylvania. Seller has the corporate power and authority to own or lease its properties and to conduct the Business as it is now being conducted, and Seller has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Other than with respect to the office of the Seller located in the Netherlands (the "NETHERLANDS OFFICE") which is in the process of being qualified under Dutch law, Seller is duly licensed or qualified and in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of Seller, taken Material Adverse Effect (as a whole, or the ability of Seller to enter into and perform its obligations under this Agreementhereinafter defined). The execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of SellerSeller and the Shareholders, and no other corporate proceeding on the part of Seller is necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and Shareholder and constitutes a legally valid and binding obligation of SellerSeller and Shareholder, enforceable against Seller and Shareholder in accordance with its terms, subject except to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium the extent that enforceability is limited by bankruptcy and other similar laws affecting effecting creditors’ ' rights generally and subjectgenerally. For the purposes of this Agreement, as the term "MATERIAL ADVERSE EFFECT" shall mean any change in or effect on Seller that is, or is reasonably likely to enforceabilitybe, materially adverse to general principles the assets, business, financial condition, results of equityoperations or prospects of Seller.