Common use of Organization, Authority and Binding Effect Clause in Contracts

Organization, Authority and Binding Effect. (a) The Company is a corporation validly existing and in good standing under the laws of the State of Maryland. The Company has all requisite corporate power, capacity and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought). (b) The Manager is a limited liability company validly existing and in good standing under the laws of the State of Delaware. The Manager has all requisite limited liability company power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Manager. This Agreement has been duly executed and delivered by the Manager and constitutes the valid and binding obligation of the Manager, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought). (c) The Investor is a limited liability company validly existing and in good standing under the laws of the State of Delaware. The Investor has all requisite limited liability company power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Investor. This Agreement has been duly executed and delivered by the Investor, and constitutes the valid and binding obligation of the Investor, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought).

Organization, Authority and Binding Effect. (a) The Company is a corporation validly existing and in good standing under the laws of the State of Maryland. The Company has all requisite corporate power, capacity and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought). (b) The Manager is a limited liability company validly existing and in good standing under the laws of the State of Delaware. The Manager has all requisite limited liability company power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Manager. This Agreement has been duly executed and delivered by the Manager and constitutes the valid and binding obligation of the Manager, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought). (c) The Investor is a limited liability company partnership validly existing and in good standing under the laws of the State of Delaware. The Investor has all requisite limited liability company partnership power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company partnership action on the part of the Investor. This Agreement has been duly executed and delivered by the Investor, and constitutes the valid and binding obligation of the Investor, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought).

Organization, Authority and Binding Effect. (a) The Company is a corporation validly existing and in good standing under the laws of the State of Maryland. The Company has all requisite corporate power, capacity and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyCompany and the Board. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought). (b) The Manager Each Sponsor Stockholder that is a limited liability company an entity is validly existing and in good standing under the laws of the State its state of Delawareformation. The Manager Each Sponsor Stockholder has all requisite limited liability company entity power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The For each Sponsor Stockholder that is an entity, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company entity action on the part of the Managereach Sponsor Stockholder. This Agreement has been duly executed and delivered by the Manager each Sponsor Stockholder party hereto, and constitutes the valid and binding obligation of the Managereach Sponsor Stockholder party hereto, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought). (c) The Investor is a limited liability company validly existing and in good standing under the laws of the State of Delaware. The Investor has all requisite limited liability company power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Investor. This Agreement has been duly executed and delivered by the Investor, and constitutes the valid and binding obligation of the Investor, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought).

Organization, Authority and Binding Effect. (a) The Company is a corporation validly existing and in good standing under the laws of the State of Maryland. The Company has all requisite corporate power, capacity and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought). (b) The Manager Xxxxxxx Operating Resources LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Manager Purchaser has all requisite limited liability company power, capacity power and authority, as applicableand all approvals of Governmental Authorities, licenses and Permits necessary, to execute enter into this Agreement and deliver the agreements contemplated by this AgreementAgreement to be entered into by it at Closing (collectively, to perform its obligations hereunder“Purchaser Transaction Agreements”), and to consummate the transactions contemplated herebyhereby and thereby. Purchaser is duly qualified or licensed to do business as a foreign limited liability company and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, materially impair Purchaser’s abilities to consummate the transactions contemplated hereby and by the Purchaser Transaction Agreements. The execution, delivery and performance by the Purchaser of this Agreement and the other Purchaser Transaction Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the ManagerPurchaser. This Agreement has been duly executed and delivered by the Manager Purchaser and (assuming due authorization, execution and delivery by the other Persons party hereto) constitutes the a valid and binding obligation of the ManagerPurchaser, enforceable against it the Purchaser in accordance with its terms (terms, except as such enforcement enforceability may be subject to any limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or limiting affecting creditors’ rights generally or (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). Each other Purchaser Transaction Agreement (assuming due authorization, execution and except as delivery by the remedy of specific performance and injunctive and other forms of equitable relief may Persons party thereto) will be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought). (c) The Investor is a limited liability company validly existing and in good standing under the laws of the State of Delaware. The Investor has all requisite limited liability company power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Investor. This Agreement has been duly executed and delivered by the Investorapplicable Purchaser at or prior to Closing, and constitutes the will constitute a valid and binding obligation of the InvestorPurchaser, enforceable against it Purchaser in accordance with its terms (terms, except as such enforcement enforceability may be subject to any limited by (x) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or limiting affecting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of or (y) applicable equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be broughtprinciples (whether considered in a proceeding at law or in equity).

Organization, Authority and Binding Effect. (a) The Company Purchaser has been organized, formed or incorporated under the law of its jurisdiction of organization, formation or incorporation, validly exists, is a corporation validly existing and in good standing under the laws of the State of Maryland. The Company and has all requisite corporate power, capacity power and authority to own its properties and to carry on its business as it is now being conducted. Purchaser has all requisite power and authority to execute and deliver this Agreement, Agreement and the Ancillary Documents to perform its obligations hereunder, which it is a party and to consummate the transactions contemplated herebyhereby and thereby. Purchaser is duly licensed or qualified to do business with the secretary of state and is in good standing in each jurisdiction in which the nature of its business or ownership of its properties makes such qualification necessary, except where failure to be duly licensed or qualified to do business or to be in good standing would not impair Purchaser’s ability to perform its obligations hereunder or to otherwise prevent, prohibit or delay the ability of Purchaser to perform its obligations under this Agreement and the applicable Ancillary Documents to which it is a party or consummate the transactions contemplated hereby or thereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have has been duly and validly authorized by all necessary corporate action of Purchaser and no additional authorization on the part of Purchaser or its Affiliates is necessary in connection with the Companyexecution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by the Company Purchaser, and, assuming due and constitutes the valid authorization, execution and delivery hereof by each Seller, this Agreement is a legally valid and binding obligation of the CompanyPurchaser, enforceable against it Purchaser in accordance with its terms (except as such enforcement may be terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws now or hereafter in effect relating to or limiting affecting creditors’ rights and remedies generally and except as the remedy to general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought)equity. (b) The Manager is a limited liability company validly existing and in good standing under the laws of the State of Delaware. The Manager has all requisite limited liability company power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Manager. This Agreement has been duly executed and delivered by the Manager and constitutes the valid and binding obligation of the Manager, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought). (c) The Investor is a limited liability company validly existing and in good standing under the laws of the State of Delaware. The Investor has all requisite limited liability company power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Investor. This Agreement has been duly executed and delivered by the Investor, and constitutes the valid and binding obligation of the Investor, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought).

Organization, Authority and Binding Effect. (a) The Company Each of Mallinckrodt and Mallinckrodt Enterprises is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company Delaware and has all requisite corporate power, capacity necessary power and authority to execute and deliver enter into this Agreement, each Ancillary Agreement to perform which it is a party and (in the case of Mallinckrodt) the Manufacturing Agreement, to carry out its obligations hereunder, hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements by Sellers and the Manufacturing Agreement by Mallinckrodt, the performance by Sellers of their obligations hereunder and under the Ancillary Agreements and by Mallinckrodt of its obligations under the Manufacturing Agreement, and the consummation by Sellers of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate requisite action on the part of each of the CompanySellers and their Affiliates. This Agreement and the Ancillary Agreements have been duly executed and delivered by each of the Sellers, and the Manufacturing Agreement has been duly executed and delivered by Mallinckrodt, and (assuming due authorization, execution and delivery by Buyer) this Agreement, the Company Ancillary Agreements and constitutes the Manufacturing Agreement constitute legal, valid and binding obligation obligations of each of the CompanySellers (as their interests may appear with respect to any of the foregoing agreements), enforceable against it them in accordance with its terms (their respective terms, except as such enforcement may be subject to any applicable limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or limiting affecting creditors’ rights generally and except as the remedy or by general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be broughtwhether enforcement is sought in a proceeding in equity or at law). (b) The Manager is a limited liability company validly existing and in good standing under the laws of the State of Delaware. The Manager has all requisite limited liability company power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Manager. This Agreement has been duly executed and delivered by the Manager and constitutes the valid and binding obligation of the Manager, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought). (c) The Investor is a limited liability company validly existing and in good standing under the laws of the State of Delaware. The Investor has all requisite limited liability company power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Investor. This Agreement has been duly executed and delivered by the Investor, and constitutes the valid and binding obligation of the Investor, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought).