Common use of Organization, Authority and Qualification Clause in Contracts

Organization, Authority and Qualification. (a) Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to enter into, execute and deliver this Agreement, the Ancillary Agreements to which it is a party and any document, instrument or certificate specifically contemplated by this Agreement or the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party. The execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is a party, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will be, duly and validly executed and delivered by Parent, and, assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than Affiliates of Parent), this Agreement is, and each of the Ancillary Agreements to which Parent is a party will be, a legal, valid and binding obligation of Parent, enforceable against it in accordance with its terms.

Organization, Authority and Qualification. (a) Parent Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to enter into, execute and deliver this Agreement, the Ancillary Agreements to which it is a party and any document, instrument or certificate specifically contemplated by this Agreement or the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party. The execution and delivery by Parent Buyer of this Agreement and the Ancillary Agreements to which it is a party, the performance by Parent Buyer of its obligations hereunder and thereunder and the consummation by Parent Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of ParentBuyer. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent Buyer is a party will be, duly and validly executed and delivered by ParentBuyer, and, assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than Affiliates of Parent)thereto, this Agreement is, and each of the Ancillary Agreements to which Parent Buyer is a party will be, a legal, valid and binding obligation of ParentBuyer, enforceable against it in accordance with its terms.