Common use of Organization and Authority of Buyer Clause in Contracts

Organization and Authority of Buyer. Buyer has been duly incorporated, is validly existing and is in good standing under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conducted. Buyer has the full corporate power and authority to enter into this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. This Agreement has been duly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by Seller, constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Principles, and no other proceedings on the part of Buyer are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. At Closing, the Ancillary Agreements will be duly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by Seller or a Selling Subsidiary, as applicable, will constitute legal, valid and binding agreements of Buyer, enforceable in accordance with their terms, subject to the Bankruptcy and Equity Principles.

Organization and Authority of Buyer. Buyer has been duly incorporatedformed, is validly existing and is in good standing under the laws of its jurisdiction of incorporationformation, with the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conducted. Buyer has the full corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is to be a party and to perform its obligations hereunder under this Agreement and thereundersuch Ancillary Agreements. This Agreement has been duly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by Seller, constitutes a legal, valid and binding obligation agreement of Buyer, enforceable against Buyer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and no other action on the Bankruptcy part of Buyer is necessary to authorize this Agreement or the consummation of the transactions contemplated by this Agreement. The Ancillary Agreements to be executed and Equity Principlesdelivered by Buyer, when executed and delivered by Buyer, will be duly authorized, executed and delivered by Buyer and will constitute legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and no other proceedings on the part of Buyer are necessary to authorize this Agreement and such Ancillary Agreements or the consummation of the transactions contemplated hereby. At Closing, the Ancillary Agreements will be duly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by Seller or a Selling Subsidiary, as applicable, will constitute legal, valid and binding agreements of Buyer, enforceable in accordance with their terms, subject to the Bankruptcy and Equity Principlessuch agreements.

Organization and Authority of Buyer. (a) Buyer has been is a limited liability company duly incorporatedorganized, is validly existing and is in good standing under the laws of its jurisdiction state of incorporationformation. Buyer has heretofore delivered to Seller complete and correct copies of its articles of formation and operating agreement, with as currently in effect. Buyer has the requisite corporate limited liability company power and authority to own, operate or lease execute and deliver this Agreement and consummate the properties that it purports to own, operate or lease transactions contemplated hereby and to carry on its business as now being conductedby the Share Purchase Agreement. Buyer has the full corporate power The execution and authority to enter into delivery of this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. This Agreement has been duly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by Seller, constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Principles, and no other proceedings on the part of Buyer are necessary to authorize this Share Purchase Agreement and the consummation of the transactions contemplated hereby. At Closinghereby and thereby have been duly and validly authorized by the Board of Managers of Buyer and no other limited liability company proceeding on the part of Buyer is necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements will be Share Purchase Agreement or the consummation of the transactions contemplated hereby or thereby. (b) This Agreement has been duly authorized, executed and delivered by Buyer andand constitutes, assuming due authorizationand when executed and delivered each of the Share Purchase Agreement and each of the other agreements, execution documents and delivery instruments to be executed and delivered by Seller Buyer thereto, pursuant hereto or pursuant to the Share Purchase Agreement will constitute, a Selling Subsidiary, as applicable, will constitute legal, valid and binding agreements agreement of Buyer, enforceable against Buyer in accordance with their its terms, subject to the Bankruptcy and Equity Principles.

Organization and Authority of Buyer. Buyer has been is a corporation duly incorporatedorganized, is validly existing and is in good standing under the laws Laws of its jurisdiction the State of incorporation, with the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conductedNew Jersey. Buyer has the full all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements and to perform which it is or will be a party, carry out its obligations hereunder and thereunderthereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreements to which it is or will be 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 and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer. This Agreement has been duly authorized, and validly executed and delivered by Buyer andBuyer, and (assuming due authorization, execution and delivery by Seller, Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms, subject to except as such enforceability may be limited by the Bankruptcy and Equity Principles, and no other proceedings on the part Enforceability Limitations. Each of Buyer are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. At Closing, the Ancillary Agreements to which Buyer is or will be a party has been or will be duly authorized, and validly executed and delivered by Buyer andBuyer, and (assuming due authorization, execution and delivery by Seller the other party or a Selling Subsidiary, as applicable, parties thereto) constitutes or will constitute a legal, valid and binding agreements obligation of Buyer, Buyer enforceable against Buyer in accordance with their its terms, subject to except as such enforceability may be limited by the Bankruptcy and Equity PrinciplesEnforceability Limitations.

Organization and Authority of Buyer. Buyer has been is a corporation duly incorporatedorganized, is validly existing and is in good standing under the laws Laws of its jurisdiction the state of incorporation, with the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conductedDelaware. Buyer has the full corporate limited liability company power and authority to enter into this Agreement and the Ancillary Agreements and Documents to perform which Bxxxx is a part, to carry out its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Bxxxx is a party, the performance by 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 limited liability company action on the part of Buyer. This Agreement has been duly authorized, executed and delivered by Buyer andBxxxx, and (assuming due authorization, execution and delivery by Seller, the Seller Parties) this Agreement constitutes a legal, valid and binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms, subject . When each Ancillary Document to the Bankruptcy and Equity Principles, and no other proceedings on the part of which Buyer are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. At Closing, the Ancillary Agreements is or will be a party has been duly authorized, executed and delivered by Buyer and, Bxxxx (assuming due authorization, execution and delivery by Seller or a Selling Subsidiaryeach other party thereto), as applicable, such Ancillary Document will constitute legal, valid a legal and binding agreements obligation of Buyer, Buyer enforceable against it in accordance with their its terms, subject to the Bankruptcy and Equity Principles.

Organization and Authority of Buyer. Buyer has been is a corporation duly incorporatedorganized, is validly existing and is in good standing under the laws Laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conductedDelaware. Buyer has the full corporate all requisite power and authority to enter into this Agreement and each of the Ancillary Agreements and to perform which it is or will be a party, carry out its obligations hereunder and thereunderthereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreements to which it is or will be a party, the performance by Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer. This Agreement has been duly authorized, and validly executed and delivered by Buyer andXxxxx, and (assuming due authorization, execution and delivery by Seller, Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms, subject to except as such enforceability may be limited by the Bankruptcy and Equity Principles, and no other proceedings on the part Enforceability Limitations. Each of Buyer are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. At Closing, the Ancillary Agreements to which Buyer is or will be a party has been or will be duly authorized, and validly executed and delivered by Buyer andBuyer, and (assuming due authorization, execution and delivery by Seller the other party or a Selling Subsidiary, as applicable, parties thereto) constitutes or will constitute a legal, valid and binding agreements obligation of Buyer, Buyer enforceable against Buyer in accordance with their its terms, subject to except as such enforceability may be limited by the Bankruptcy and Equity PrinciplesEnforceability Limitations.

Organization and Authority of Buyer. (a) Buyer has been is a corporation duly incorporatedorganized, is validly existing and is in good standing under the laws of its jurisdiction state of incorporation. Buyer has heretofore delivered to Seller complete and correct copies of its certificate of incorporation and by-laws, with the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conductedcurrently in effect. Buyer has the full corporate power and corporate authority to enter into execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderby the Ancillary Agreements. This Agreement has been duly authorized, executed and delivered by Buyer and, assuming due authorization, The execution and delivery by Seller, constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Principles, and no other proceedings on the part of Buyer are necessary to authorize this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby. At Closinghereby and thereby have been duly and validly authorized by the Board of Directors of Buyer and no other corporate proceeding on the part of Buyer is necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements will be or the consummation of the transactions contemplated hereby or thereby. (b) This Agreement has been duly authorized, executed and delivered by Buyer andand the Ancillary Agreements to which Buyer is a party will be duly executed and delivered by Buyer and this Agreement constitutes, assuming due authorizationand when executed and delivered by Buyer, execution and delivery by Seller or each of the Ancillary Agreements to which Buyer is a Selling Subsidiary, as applicable, party will constitute legalconstitute, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their terms, subject except to the Bankruptcy extent that enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and Equity Principlesother laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Organization and Authority of Buyer. Buyer has been is a corporation duly incorporatedorganized, is validly existing and is in good standing under the laws Laws of its jurisdiction the State of incorporation, with the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conductedDelaware. Buyer has the full all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements and to perform which it is or will be a party, carry out its obligations hereunder and thereunderthereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreements to which it is or will be 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 and validly authorized and approved by all requisite corporate action on the part of Buyer. This Agreement has been duly authorized, and validly executed and delivered by Buyer andBuyer, and (assuming due authorization, execution and delivery by each Seller, ) this Agreement constitutes a legal, valid and binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms, subject to except as such enforceability may be limited by the Bankruptcy and Equity Principles, and no other proceedings on the part Enforceability Limitations. Each of Buyer are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. At Closing, the Ancillary Agreements to which Buyer is or will be a party has been or will be duly authorized, and validly executed and delivered by Buyer andBuyer, and (assuming due authorization, execution and delivery by Seller the other party or a Selling Subsidiary, as applicable, parties thereto) constitutes or will constitute a legal, valid and binding agreements obligation of Buyer, Buyer enforceable against Buyer in accordance with their its terms, subject to except as such enforceability may be limited by the Bankruptcy and Equity PrinciplesEnforceability Limitations.

Organization and Authority of Buyer. (a) Buyer has been is a corporation duly incorporatedorganized, is validly existing and is in good standing under the laws of the state of its jurisdiction incorporation. Buyer has heretofore delivered to Seller complete and correct copies of incorporation, with its Certificate of Incorporation and By-Laws as currently in effect. (b) Buyer has the requisite corporate power and corporate authority to own, operate or lease the properties that it purports to own, operate or lease execute and to carry on its business as now being conducted. Buyer has the full corporate power and authority to enter into deliver this Agreement and the Ancillary Related Agreements and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. This Agreement has been duly authorized, executed and delivered by Buyer and, assuming due authorization, The execution and delivery by Seller, constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Principles, and no other proceedings on the part of Buyer are necessary to authorize this Agreement and the Related Agreements and the consummation of the transactions contemplated herebyhereby and thereby have been duly and validly authorized by the Board of Directors of Buyer and no other corporate proceedings on the part of Buyer is necessary to authorize the execution, delivery and performance of this Agreement and the Related Agreements or the consummation of the transactions so contemplated hereby or thereby. At Closing, the Ancillary Agreements will be This Agreement has been duly authorized, executed and delivered by Buyer andand constitutes, assuming due authorizationand when executed and delivered each of the Related Agreements to be executed and delivered by Buyer pursuant hereto will constitute, execution and delivery by Seller or a Selling Subsidiary, as applicable, will constitute legal, valid and binding agreements agreement of Buyer, enforceable against Buyer in accordance with their its terms, subject to the Bankruptcy and Equity Principles.

Organization and Authority of Buyer. Buyer has been is a corporation duly incorporatedorganized, is validly existing and is in good standing under the laws of its the jurisdiction of incorporation, with the requisite corporate power its incorporation and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conducted. Buyer has the full all necessary corporate power and authority to enter into this Agreement Agreement, the Ancillary Agreements to which it is a party and the Manufacturing Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement, the Ancillary Agreements to which it is a party and the Manufacturing Agreement, 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 action on the part of Buyer. This Agreement, the Ancillary Agreements and to perform its obligations hereunder and thereunder. This the Manufacturing Agreement has have been duly authorized, executed and delivered by Buyer andBuyer, and (assuming due authorization, execution and delivery by Sellereach of the Sellers of any agreement to which either of them is a party) this Agreement, constitutes a the Ancillary Agreements and the Manufacturing Agreement shall constitute, legal, valid and binding obligation obligations of Buyer, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Principles, and no other proceedings on the part of against Buyer are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. At Closing, the Ancillary Agreements will be duly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by Seller or a Selling Subsidiary, as applicable, will constitute legal, valid and binding agreements of Buyer, enforceable in accordance with their respective terms, subject to the Bankruptcy and Equity Principlesexcept as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Organization and Authority of Buyer. Buyer has been is duly incorporatedorganized, is validly existing and is in good standing under the laws Laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conductedorganization. Buyer Bxxxx has the full corporate power and authority to enter into this Agreement and the Ancillary Agreements and Business Transfer Agreement, to perform carry out its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution and delivery by Bxxxx of this Business Transfer Agreement, the performance by Bxxxx of its obligations hereunder and the consummation by Bxxxx of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Buyer. This Business Transfer Agreement has been duly authorized, executed and delivered by Buyer andBxxxx, and (assuming due authorization, execution execution, and delivery by Seller, each other Party) this Business Transfer Agreement constitutes a legal, valid valid, and binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Principles, and no other proceedings on the part of Enforceability Exceptions. When each ancillary agreement to this Business Transfer Agreement to which Buyer are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. At Closing, the Ancillary Agreements is or will be a party has been duly authorized, executed and delivered by Buyer and, Bxxxx (assuming due authorization, execution and delivery by Seller or a Selling Subsidiaryeach other party thereto), as applicable, such ancillary agreement will constitute legal, valid a legal and binding agreements obligation of Buyer, Buyer enforceable against it in accordance with their its terms, subject to the Bankruptcy and Equity PrinciplesEnforceability Exceptions.

Organization and Authority of Buyer. Buyer has been duly incorporated, is validly existing and is in good standing under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conducted. Buyer has the full corporate power and authority to enter into this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. This Agreement has been duly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by Seller, constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Principlessimilar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and no other proceedings on the part of Buyer are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. At Closing, the Ancillary Agreements will be duly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by Seller or a Selling Subsidiary, as applicable, will constitute legal, valid and binding agreements of Buyer, enforceable in accordance with their terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Principlessimilar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Organization and Authority of Buyer. Buyer has been duly incorporatedincorporated or formed, is validly existing and is in good standing under the laws Laws of its jurisdiction of incorporationincorporation or formation, with the requisite corporate organizational power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conducted. Buyer has the full corporate organizational power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by Buyer and, assuming due authorization, execution Xxxxx and delivery by Seller, constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, subject to the Bankruptcy and Equity PrinciplesEnforceability Exceptions, and no other proceedings on the part of Buyer are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. At Closing, the Each Ancillary Agreements Agreement to which Buyer is a party will be have been duly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by Seller or a Selling Subsidiary, as applicable, will constitute a legal, valid and binding agreements agreement of Buyer, enforceable in accordance with their its terms, subject to the Bankruptcy Enforceability Exceptions, and Equity Principlesno other proceedings on the part of Buyer will be necessary to authorize such Ancillary Agreement and the consummation of the transactions contemplated thereby.