Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. The Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Buyer is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a Buyer Material Adverse Effect. The Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Buyer is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Buyer Board action on the part of the Buyer (the “Buyer Board Recommendation”). No other proceedings on the part of the Buyer (including any action by the Buyer Board or the Buyer Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which the Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by the Buyer at Closing will be, duly executed and delivered by Buyer and constitute valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. The Buyer Such Seller is a corporation series of UM Partners, LLC, a limited liability company duly incorporatedformed, validly existing existing, and in good standing under the Laws of the State of Delaware. The Buyer Such Seller is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effectmaterial adverse effect on such Seller. The Buyer Such Seller has the requisite limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it such Seller is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery board of managers of such Seller has duly approved this Agreement and performance of this Agreement, the Ancillary Agreements to which the Buyer such Seller is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Buyer Board action on the part of the Buyer (the “Buyer Board Recommendation”)thereby. No other limited liability company proceedings on the part of the Buyer (including any action by the Buyer Board or the Buyer Stockholders), except for the receipt of the Required Vote, such Seller are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements to which the Buyer such Seller is a party and the consummation of the transactions contemplated hereby and therebyhereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by the Buyer at Closing will be, been duly executed and delivered by Buyer such Seller and constitute constitutes the valid and binding agreement of the Buyersuch Seller, enforceable against the Buyer such Seller in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. The Buyer Correct and complete copies of the Governing Documents of each Seller, as in effect on the date hereof, have been made available to the Buyer. Such Seller is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. The Buyer Investor is a corporation an exempted company duly incorporated, validly existing and in good standing under the Laws of the State of DelawareCayman Islands. The Buyer Investor is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a Buyer an Investor Material Adverse Effect. The Buyer Subject to receipt of the Required Vote, the Investor has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Buyer Investor is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Buyer Investor Board action on the part of the Buyer Investor (the “Buyer Investor Board Recommendation”). No other proceedings on the part of the Buyer Investor (including any action by the Buyer Investor Board or the Buyer StockholdersInvestor Shareholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which the Buyer Investor is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by the Buyer Investor at Closing will be, duly executed and delivered by Buyer Investor and constitute valid and binding agreement of the BuyerInvestor, enforceable against the Buyer Investor in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. The Buyer Investor is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. The Buyer SPAC is a corporation duly incorporated, validly existing and at the time of Closing will be in good standing under the Laws of the State state of Delaware. The Buyer SPAC is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a Buyer SPAC Material Adverse Effect. The Buyer Subject to receipt of the Required SPAC Vote, SPAC has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Buyer SPAC is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Buyer SPAC Board action on the part of the Buyer (the “Buyer Board Recommendation”)SPAC. No other proceedings on the part of the Buyer SPAC (including any action by the Buyer SPAC Board or the Buyer SPAC Stockholders), except for the receipt of the Required SPAC Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which the Buyer SPAC is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by the Buyer SPAC at Closing will be, duly executed and delivered by Buyer SPAC and constitute valid and binding agreement of the BuyerSPAC, enforceable against the Buyer SPAC in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceedingEnforceability Exceptions.

Organization; Authority; Enforceability. (a) The Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Buyer is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a Buyer Material Adverse Effect. The Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Buyer is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Buyer Board action on the part of the Buyer (the “Buyer Board Recommendation”). No other proceedings on the part of the Buyer (including any action by the Buyer Board or the Buyer Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which the Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by the Buyer at Closing will be, duly executed and delivered by Buyer and constitute valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (b) The Buyer has received all consents, approvals, orders or authorizations of or registrations, declarations or filings with any Governmental Entity that are required by or with respect to Buyer in connection with the execution and delivery of this Agreement or any Ancillary Agreement by Buyer or the consummation of the transactions contemplated hereby or thereby.

Organization; Authority; Enforceability. The Buyer Parent is a corporation duly incorporated, validly existing and in good standing incorporated under the Laws of the State of Delaware. The Buyer is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a Buyer Material Adverse Effect. The Buyer has Delaware with the requisite power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. The execution, delivery and performance of this Agreement, Agreement and the Ancillary Agreements other agreements contemplated hereby to which be executed and delivered by Parent and the Buyer is a party and consummation of the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Buyer Board corporate action on the part of the Buyer (the “Buyer Board Recommendation”). No Parent and no other proceedings on the part of the Buyer (including any action by the Buyer Board or the Buyer Stockholders), except for the receipt of the Required Vote, Parent are necessary to approve and authorize the execution, delivery or performance of this Agreement and or the Ancillary Agreements to which the Buyer is a party and the consummation of the transactions other agreements contemplated hereby and therebyhereby. This Agreement has been, and the Ancillary Agreements other agreements contemplated hereby to be executed and delivered by the Buyer at Closing will be, duly executed and delivered by Buyer and Parent constitute valid and binding agreement obligations of the BuyerParent, enforceable against the Buyer Parent in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Holdings and Buyer are limited liability companies duly incorporated under the Laws of the State of Delaware with the requisite power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by each of Holdings and Buyer is not and the subject consummation of any the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of each of Holdings and Buyer and no other proceedings on the part of either Holdings or Buyer are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby to be executed and delivered by Holdings or Buyer constitute valid and binding obligations of Holdings or Buyer (as applicable), enforceable against Holdings or Buyer (as applicable) in accordance with its terms, except as such may be limited by bankruptcy, dissolution, liquidationinsolvency, reorganization or similar proceedingother Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. The Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Buyer is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a Buyer Material Adverse Effect. The Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Buyer is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Buyer Board action on the part of the Buyer (the “Buyer Board Recommendation”). No other proceedings on the part of the Buyer (including any action by the Buyer Board or the Buyer Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which the Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by the Buyer at Closing will be, duly executed and delivered by Buyer and constitute valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principlesthe Enforceability Exceptions. The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. The Buyer Each Xxx Company is a corporation (a) duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware. The Buyer is organization or formation, (b) qualified to do business and is in good standing as a foreign entity (or the equivalent) in each jurisdiction the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its business, assets and/or properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a Buyer Material Adverse Effect. The Buyer Effect and (c) each Xxx Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery board of managers of the Company has duly approved this Agreement and performance of this Agreement, the Ancillary Agreements to which the Buyer it is a party and the transactions contemplated hereby and thereby have been and has duly approved authorized the execution, delivery and authorized performance of this Agreement by all requisite Buyer Board action on the part of Company and the Buyer (the “Buyer Board Recommendation”)Ancillary Agreement to which it is a party. No other limited liability company proceedings on the part of the Buyer (including any action by the Buyer Board or the Buyer Stockholders), except for the receipt of the Required Vote, Company are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements Agreement to which the Buyer it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be been duly executed and delivered by the Buyer at Closing will be, duly executed Company and delivered by Buyer and constitute constitutes the valid and binding agreement of the BuyerCompany, enforceable against the Buyer Company in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. The Buyer Correct and complete copies of the Governing Documents of each Xxx Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the Utz Companies is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.