Common use of Organization and Standing; Power and Authority Clause in Contracts

Organization and Standing; Power and Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa, and has full corporate power and authority to operate its business, to own or lease its assets and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. Buyer is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or lease of its assets or the operation of its business requires such qualification, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on Buyer. This Agreement and all other Transaction Documents to be executed and delivered by Buyer in connection herewith have been, or upon execution thereof will be, duly executed and delivered by Buyer. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the Board of Directors of Buyer, in accordance with applicable law, and constitute the valid and binding obligations of Buyer, enforceable in accordance with their respective terms.

Organization and Standing; Power and Authority. Buyer HON is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa, and has full corporate power and authority to operate its business, to own or lease its assets and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. Buyer HON is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or lease of its assets or the operation of its business requires such qualification, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on BuyerHON. This Agreement and all other Transaction Documents to be executed and delivered by Buyer HON in connection herewith have been, or upon execution thereof will be, duly executed and delivered by BuyerHON. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the Board of Directors of BuyerHON, in accordance with applicable law, and constitute the valid and binding obligations of BuyerHON, enforceable in accordance with their respective terms.