Common use of Incorporation and Authority of Buyer Clause in Contracts

Incorporation and Authority of Buyer. (a) Buyer is a limited liability company duly incorporated, organized, validly existing and in good standing under the Laws of the State of Delaware. As of the Closing Date, each other Buyer Party is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated or organized. (b) Buyer and, as of the Closing Date, each other Buyer Party has all requisite power to enter into, consummate the Transactions, and carry out its obligations under, each of this Agreement and the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party. The execution and delivery by Buyer of each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, the consummation by Buyer of the Transactions, and the performance by Buyer of its obligations under, each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, have been duly authorized by all requisite action on the part of Buyer. As of the Closing Date, the execution and delivery by each Buyer Party of the Ancillary Agreements to which such Buyer Party is or will be a party, the consummation by such Buyer Party of the Transactions, and the performance by such Buyer Party of its obligations under which the Ancillary Agreements to which such Buyer Party will be a party, have been duly authorized by all requisite action on the part of such Buyer Party. This Agreement has been (and on or prior to the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party will be) duly executed and delivered by Buyer and each other Buyer Party, and (assuming due authorization, execution and delivery by each other party to this Agreement or the Ancillary Agreements, as applicable) this Agreement constitutes (and at the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party will constitute) the legal, valid and binding obligation of Buyer and each other Buyer Party, enforceable against Buyer and each other Buyer Party in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Incorporation and Authority of Buyer. (a) Buyer is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization. Buyer Parent is a limited liability company partnership duly incorporated, organized, validly existing and in good standing under the Laws of the State of Delaware. As Buyer Parent GP is a limited liability company duly organized, validly existing and in good standing under the Laws of the Closing Date, each State of Delaware. Each other Buyer Party is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated or organized. (b) Each of Buyer, Buyer andParent, as of the Closing Date, Buyer Parent GP and each other Buyer Party has all requisite power to enter into, consummate the Transactionstransactions contemplated by, and carry out its obligations under, each of this Agreement and the Ancillary Transaction Agreements to which Buyer, Buyer Parent, Buyer Parent GP and each other Buyer Party is or will be a partyparty (the “Buyer Transaction Agreements”). The execution and delivery by Buyer, Buyer Parent, Buyer Parent GP and each other Buyer Party of each of this Agreement and the Ancillary Agreements to which Buyer is or will be a partyTransaction Agreements, the consummation by Buyer, Buyer Parent, Buyer Parent GP and each other Buyer Party of the Transactionstransactions contemplated by, and the performance by Buyer, Buyer Parent, Buyer Parent GP and each other Buyer Party of its obligations under, each of this Agreement and the Ancillary Buyer Transaction Agreements to which Buyer is have been (or will be a party, have been prior to the Closing) duly authorized by all requisite action on the part of Buyer. As of the Closing Date, the execution Buyer Parent, Buyer Parent GP and delivery by each Buyer Party of the Ancillary Agreements to which such Buyer Party is or will be a party, the consummation by such Buyer Party of the Transactions, and the performance by such Buyer Party of its obligations under which the Ancillary Agreements to which such Buyer Party will be a party, have been duly authorized by all requisite action on the part of such other Buyer Party. This Agreement has been (been, and on or prior to the Closingupon execution and delivery, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party Transaction Agreements will be) , duly executed and delivered by Buyer, Buyer Parent, Buyer Parent GP and each other Buyer Party, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes, and upon execution and delivery thereof, each of the other Buyer Transaction Agreements will constitute (assuming due authorization, execution and dealing by each other party to this Agreement or the Ancillary such Buyer Transaction Agreements, as applicable) this Agreement constitutes (and at the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party will constitute) the legal, valid and binding obligation of Buyer, Buyer Parent, Buyer Parent GP and each other Buyer Party, enforceable against Buyer, Buyer Parent, Buyer Parent GP and each other Buyer Party in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Incorporation and Authority of Buyer. (a) Buyer is a limited liability company duly incorporated, organizedformed, validly existing and in good standing under the Laws of the State of Delaware. As of the Closing Date, each other Each Buyer Party is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated or organizedorganized (in the case of good standing, to the extent such jurisdiction recognizes such concept). (b) Each of Buyer and, as of the Closing Date, and each other Buyer Party has all requisite corporate power to enter into, consummate the Transactionstransactions contemplated by, and carry out its obligations under, each of this Agreement and the Ancillary Transaction Agreements to which Buyer and each other Buyer Party is or will be a party. The execution and delivery by Buyer of each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, the consummation by Buyer of the Transactions, and the performance by Buyer of its obligations under, each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, have been duly authorized by all requisite action on the part of Buyer. As of the Closing Date, the execution and delivery by each Buyer Party of the Ancillary Agreements to which such Buyer Party is or will be a party, the consummation by such Buyer Party of the Transactions, and the performance by such Buyer Party of its obligations under which the Ancillary Agreements to which such Buyer Party will be a party, have been duly authorized by all requisite action on the part of such Buyer Party. This Agreement has been (and on or prior to the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party (the “Buyer Transaction Agreements”). The execution and delivery by Buyer and each Buyer Party of the Buyer Transaction Agreements, the consummation by Buyer and each Buyer Party of the transactions contemplated by, and the performance by Buyer and each Buyer Party of its obligations under, the Buyer Transaction Agreements have been (or will be prior to the Closing) duly authorized by all requisite corporate action on the part of Buyer and each Buyer Party. This Agreement has been, and upon execution and delivery, the other Buyer Transaction Agreements will be) , duly executed and delivered by Buyer and each other Buyer Party, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes, and upon execution and delivery thereof, each of the other Buyer Transaction Agreements will constitute (assuming due authorization, execution and dealing by each other party to this Agreement or the Ancillary such Buyer Transaction Agreements, as applicable) this Agreement constitutes (and at the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party will constitute) the legal, valid and binding obligation of Buyer and each other Buyer Party, enforceable against Buyer and each other Buyer Party in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Incorporation and Authority of Buyer. (a) Buyer is a limited liability company corporation or other organization duly incorporated, incorporated or organized, validly existing and in good standing under the Laws of the State jurisdiction of Delawareits incorporation or organization. As of the Closing Date, each Each other Buyer Party is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated or organized. (b) Each of Buyer and, as of the Closing Date, and each other Buyer Party has all requisite power to enter into, consummate the Transactionstransactions contemplated by, and carry out its obligations under, each of this Agreement and the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party. The execution and delivery by Buyer of each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, the consummation by Buyer of the Transactions, and the performance by Buyer of its obligations under, each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, have been duly authorized by all requisite action on the part of Buyer. As of the Closing Date, the execution and delivery by each Buyer Party of the Ancillary Agreements to which such Buyer Party is or will be a party, the consummation by such Buyer Party of the Transactions, and the performance by such Buyer Party of its obligations under which the Ancillary Agreements to which such Buyer Party will be a party, have been duly authorized by all requisite action on the part of such Buyer Party. This Agreement has been (and on or prior to the Closing, the Ancillary Transaction Agreements to which Buyer and each other Buyer Party is or will be a party (the “Buyer Transaction Agreements”). The execution and delivery by Buyer and each other Buyer Party of the Buyer Transaction Agreements, the consummation by Buyer and each other Buyer Party of the transactions contemplated by, and the performance by Buyer and each other Buyer Party of its obligations under, the Buyer Transaction Agreements have been duly authorized by all requisite action on the part of Buyer and each other Buyer Party. This Agreement has been, and upon execution and delivery, the other Buyer Transaction Agreements will be) , duly executed and delivered by Buyer and each other Buyer Party, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes, and upon execution and delivery thereof, each of the other Buyer Transaction Agreements will constitute (assuming due authorization, execution and dealing by each other party to this Agreement or the Ancillary such Buyer Transaction Agreements, as applicable) this Agreement constitutes (and at the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party will constitute) the legal, valid and binding obligation of Buyer and each other Buyer Party, enforceable against Buyer and each other Buyer Party in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Incorporation and Authority of Buyer. (a) Buyer is a limited liability company corporation duly incorporated, organized, validly existing and in good standing under the Laws of the State of Delaware. As of the Closing Date, each other Each Buyer Party is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated or organized. (b) Each of Buyer and, as of the Closing Date, and each other Buyer Party has all requisite corporate power and authority to enter into, consummate the Transactionstransactions contemplated by, and carry out its obligations under, each of this Agreement and the Ancillary Transaction Agreements to which Buyer and each other Buyer Party is or will be a party. The execution and delivery by Buyer of each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, the consummation by Buyer of the Transactions, and the performance by Buyer of its obligations under, each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, have been duly authorized by all requisite action on the part of Buyer. As of the Closing Date, the execution and delivery by each Buyer Party of the Ancillary Agreements to which such Buyer Party is or will be a party, the consummation by such Buyer Party of the Transactions, and the performance by such Buyer Party of its obligations under which the Ancillary Agreements to which such Buyer Party will be a party, have been duly authorized by all requisite action on the part of such Buyer Party. This Agreement has been (and on or prior to the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party (the “Buyer Transaction Agreements”). The execution and delivery by Buyer and each Buyer Party of the Buyer Transaction Agreements, the consummation by Buyer and each Buyer Party of the transactions contemplated by, and the performance by Buyer and each Buyer Party of its obligations under, the Buyer Transaction Agreements have been (or will be prior to the Closing) duly authorized by all requisite corporate action on the part of Buyer and each Buyer Party, and no additional corporate proceedings on the part of Buyer or any Buyer Party are necessary to approve or authorize the Transaction Agreements, the consummation by Buyer and each Buyer Party of the transactions contemplated thereby or the performance by Buyer and Buyer Party of its obligations under such Transaction Agreements. This Agreement has been, and upon execution and delivery, the other Buyer Transaction Agreements will be) , duly executed and delivered by Buyer and each or other Buyer PartyParty thereto, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes, and upon execution and delivery thereof, each of the other Buyer Transaction Agreements will constitute (assuming due authorization, execution and dealing by each other party to this Agreement or the Ancillary such Buyer Transaction Agreements, as applicable) this Agreement constitutes (and at the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party will constitute) the legal, valid and binding obligation of Buyer and each or such other Buyer PartyParty as applicable, enforceable against Buyer and each or such other Buyer Party in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Incorporation and Authority of Buyer. (a) Buyer is a limited liability company corporation duly incorporated, organized, validly existing and in good standing under the Laws of the State of Delaware. As of the Closing Date, each other Each Buyer Party is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated or organized. (b) Each of Buyer and, as of the Closing Date, and each other Buyer Party has all requisite corporate power to enter into, consummate the Transactionstransactions contemplated by, and carry out its obligations under, each of this Agreement and the Ancillary Transaction Agreements to which Buyer and each other Buyer Party is or will be a party. The execution and delivery by Buyer of each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, the consummation by Buyer of the Transactions, and the performance by Buyer of its obligations under, each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, have been duly authorized by all requisite action on the part of Buyer. As of the Closing Date, the execution and delivery by each Buyer Party of the Ancillary Agreements to which such Buyer Party is or will be a party, the consummation by such Buyer Party of the Transactions, and the performance by such Buyer Party of its obligations under which the Ancillary Agreements to which such Buyer Party will be a party, have been duly authorized by all requisite action on the part of such Buyer Party. This Agreement has been (and on or prior to the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party (the “Buyer Transaction Agreements”). The execution and delivery by Buyer and each Buyer Party of the Buyer Transaction Agreements, the consummation by Buyer and each Buyer Party of the transactions contemplated by, and the performance by Buyer and each Buyer Party of its obligations under, the Buyer Transaction Agreements have been (or will be prior to the Closing) duly authorized by all requisite corporate action on the part of Buyer and each Buyer Party. This Agreement has been, and upon execution and delivery, the other Buyer Transaction Agreements will be) , duly executed and delivered by Buyer and each other Buyer Party, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes, and upon execution and delivery thereof, each of the other Buyer Transaction Agreements will constitute (assuming due authorization, execution and dealing by each other party to this Agreement or the Ancillary such Buyer Transaction Agreements, as applicable) this Agreement constitutes (and at the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party will constitute) the legal, valid and binding obligation of Buyer and each other Buyer Party, enforceable against Buyer and each other Buyer Party in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Incorporation and Authority of Buyer. (a) Buyer is a limited liability company corporation duly incorporated, organized, incorporated and validly existing and in good standing under the Laws of the State of DelawareJapan. As of the Closing Date, each other Each Buyer Party is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated or organized. (b) Each of Buyer and, as of the Closing Date, and each other Buyer Party has all requisite corporate power to enter into, consummate the Transactionstransactions contemplated by, and carry out its obligations under, each of this Agreement and the Ancillary Transaction Agreements to which Buyer and each other Buyer Party is or will be a party. The execution and delivery by Buyer of each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, the consummation by Buyer of the Transactions, and the performance by Buyer of its obligations under, each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, have been duly authorized by all requisite action on the part of Buyer. As of the Closing Date, the execution and delivery by each Buyer Party of the Ancillary Agreements to which such Buyer Party is or will be a party, the consummation by such Buyer Party of the Transactions, and the performance by such Buyer Party of its obligations under which the Ancillary Agreements to which such Buyer Party will be a party, have been duly authorized by all requisite action on the part of such Buyer Party. This Agreement has been (and on or prior to the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party (the “Buyer Transaction Agreements”). The execution and delivery by Buyer and each Buyer Party of the Buyer Transaction Agreements, the consummation by Buyer and each Buyer Party of the transactions contemplated by, and the performance by Buyer and each Buyer Party of its obligations under, the Buyer Transaction Agreements have been (or will be prior to Closing) duly authorized by all requisite corporate action on the part of Buyer and each Buyer Party. This Agreement has been, and upon execution and delivery, the other Buyer Transaction Agreements will be) , duly executed and delivered by Buyer and each other Buyer Party, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes, and upon execution and delivery thereof, each of the other Buyer Transaction Agreements will constitute (assuming due authorization, execution and dealing by each other party to this Agreement or the Ancillary such Buyer Transaction Agreements, as applicable) this Agreement constitutes (and at the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party will constitute) the legal, valid and binding obligation of Buyer and each other Buyer Party, Party enforceable against Buyer and each other Buyer Party in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).