Common use of Organization and Authority of Buyer Clause in Contracts

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of California. All the issued and outstanding capital stock of Buyer is owned by Parent. Buyer has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of California. All the issued and outstanding capital stock State of Buyer is owned by ParentDelaware. Buyer has all necessary corporate power and authority to enter into this AgreementAgreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Buyer of this AgreementAgreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a Transaction Documents constitute legal, valid and binding obligation obligations of Buyer, Buyer enforceable against Buyer in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of California. All the issued and outstanding capital stock State of Buyer is owned by ParentNew York. Buyer has all necessary corporate power and authority to enter into this AgreementAgreement and the other Transaction Documents to which Xxxxx is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Buyer of this AgreementAgreement and any other Transaction Document to which Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a Transaction Documents constitute legal, valid and binding obligation obligations of Buyer, Buyer enforceable against Buyer in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of California. All the issued and outstanding capital stock of Buyer is owned by ParentNevada. Buyer has all necessary corporate power and authority to enter into this AgreementAgreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Buyer of this AgreementAgreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a Transaction Documents constitute legal, valid and binding obligation obligations of Buyer, Buyer enforceable against both Buyer in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law Law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of California. All the issued and outstanding capital stock State of Buyer is owned by ParentNevada. Buyer has all necessary corporate power and authority to enter into this AgreementAgreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Buyer of this AgreementAgreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a Transaction Documents constitute legal, valid and binding obligation obligations of Buyer, Buyer enforceable against Buyer in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, organized and validly existing and in good standing under the Laws of California. All the issued and outstanding capital stock State of Buyer is owned by ParentDelaware. Buyer has all necessary corporate power and authority to enter into this AgreementAgreement and the other Transaction Documents to which Xxxxx is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Buyer of this AgreementAgreement and any other Transaction Document to which Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a Transaction Documents constitute legal, valid and binding obligation obligations of Buyer, Buyer enforceable against Buyer in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of California. All the issued and outstanding capital stock State of Buyer is owned by ParentNevada. Buyer has all necessary corporate power and authority to enter into this AgreementAgreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Buyer of this AgreementAgreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a Transaction Documents constitute legal, valid and binding obligation obligations of Buyer, Buyer enforceable against Buyer in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of California. All the issued and outstanding capital stock state of Buyer is owned by ParentOklahoma. Buyer has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated herebyContemplated Transactions. The execution and delivery by Buyer of this AgreementAgreement and the other Transaction Documents, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer’s Directors. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the CompanySeller and Shareholder Approval) this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of California. All the issued and outstanding capital stock of Buyer is owned by ParentMalta. Buyer has all necessary corporate power and authority to enter into this AgreementAgreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Buyer of this AgreementAgreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a Transaction Documents constitute legal, valid and binding obligation obligations of Buyer, Buyer enforceable against Buyer in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of California. All the issued and outstanding capital stock State of Buyer is owned by ParentVirginia. Buyer has all necessary corporate power and authority to enter into this AgreementAgreement and the other Transaction Documents to which Bxxxx is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Buyer of this AgreementAgreement and any other Transaction Document to which Bxxxx is a party, the performance by Buyer Bxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a Transaction Documents constitute legal, valid and binding obligation obligations of Buyer, Buyer enforceable against Buyer in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of California. All the issued and outstanding capital stock state of Buyer is owned by ParentIllinois. Buyer has all necessary corporate company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this AgreementAgreement and all other documents to be delivered by Buyer hereunder, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the CompanySeller) this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation société anonyme duly organized, validly existing and in good standing under the Laws of California. All the issued and outstanding capital stock of Buyer is owned by ParentSwitzerland. Buyer has all necessary corporate power and authority to enter into this AgreementAgreement and the other Transaction Documents to which Xxxxx is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Buyer of this AgreementAgreement and any other Transaction Document to which Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyerthe Transaction Documents constitute legal, valid, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a legal, valid and binding obligation obligations of Buyer, Buyer enforceable against Buyer in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).