Common use of Organization, Authority and Qualification of the Seller Clause in Contracts

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary 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 of this Agreement and each of the Ancillary Agreements, when executed, by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been or will have been, as applicable, duly authorized by all requisite action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and (assuming due authorization, execution and delivery by the Purchaser) this Agreement and each of the Ancillary Agreements, when executed, constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware Germany and has all necessary power and authority to enter into this AgreementAgreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements, when executed, Agreements by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been or will have been, as applicable, duly authorized by all requisite action on the part of the Seller. This Agreement has been been, and upon their execution the Ancillary Agreements shall have been, duly executed and delivered by the Seller Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and each of upon their execution the Ancillary Agreements, when executed, constitutes or Agreements will constitute, as applicable, a legal, valid and binding obligation obligations of the Seller enforceable against the Seller in accordance with its their respective terms.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware Canada and has all necessary 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 of this Agreement and each of the Ancillary Agreements, when executed, by the Seller, Seller and the performance by the Seller of its obligations hereunder and the other documents and agreements contemplated hereby (the “Transaction Agreements”) to which it is a party and the consummation by the Seller of the transactions contemplated hereby by this Agreement and the Transaction Agreements have been or will have been, as applicable, duly authorized by all requisite corporate action on the part of the Seller. This Agreement has been been, and the Transaction Agreements shall be, duly executed and delivered by the Seller and (assuming due authorization, execution and delivery by the Purchaser) ), this Agreement constitutes, and each of upon their execution, the Ancillary Agreements, when executed, constitutes or Transaction Agreements will constitute, as applicable, a legal, valid and binding obligation obligations of the Seller Seller, enforceable against the Seller in accordance with its their terms.