Common use of Organization, Authority and Qualification Clause in Contracts

Organization, Authority and Qualification. (a) Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Virginia and has all necessary corporate power and authority to enter into, execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the 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 authorized by all requisite corporate action on the part of Buyer. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Buyer is a party will be, (a) duly and validly executed and delivered by Buyer, and, (b) assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than the Buyer Subsidiaries), a legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

Appears in 2 contracts

Samples: Purchase Agreement (Halyard Health, Inc.), Purchase Agreement (Owens & Minor Inc/Va/)

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Organization, Authority and Qualification. (a) Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Virginia and has all necessary corporate power and authority to enter into, execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the 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 authorized by all requisite corporate action on the part of Buyer. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Buyer is a party will be, (a) duly and validly executed and delivered by Buyer, and, (b) assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than the Buyer Subsidiaries)thereto, a legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

Appears in 2 contracts

Samples: Purchase Agreement (Owens & Minor Inc/Va/), Purchase Agreement (Halyard Health, Inc.)

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Organization, Authority and Qualification. (a) Buyer is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the Laws of the State of Virginia Delaware and has all necessary corporate limited liability company power and authority to enter into, execute and deliver this Agreement and Agreement, the Ancillary Agreements to which it is a party and any document, instrument or will be certificate specifically contemplated by this Agreement or the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the Ancillary Agreements to which it is or will be 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, and upon their execution each of the Ancillary Agreements to which Buyer is a party or will be, (a) duly and validly executed and delivered by BuyerXxxxx, and, (b) assuming due authorization, execution and delivery by each of the other parties Parties hereto and thereto (other than the Buyer Subsidiaries)thereto, a legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

Appears in 1 contract

Samples: Purchase Agreement (Avanos Medical, Inc.)

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