Common use of Due Organization; Authority Clause in Contracts

Due Organization; Authority. Relative to this Agreement. Such Shareholder (if it is a corporation, partnership or other legal entity) is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization. Such Shareholder has all necessary power and authority (corporate or otherwise) to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Shareholder has full legal capacity to execute and deliver this Agreement. The execution and delivery of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action (corporate or otherwise) and no other proceedings (corporate or otherwise) on the part of such Shareholder are necessary to authorize this Agreement or to consummate such transactions. This Agreement has been duly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery by Bergen and the other Shareholders, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms.