Common use of Organization; Authorization and Validity of Agreement Clause in Contracts

Organization; Authorization and Validity of Agreement. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the performance of the Company's obligations hereunder have been, or will have been on the Closing Date, duly authorized by the Board of Directors of the Company and/or the Bankruptcy Court, and no other corporate proceedings on the part of the Company are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed by the Company and is the legal, valid and binding obligation of the Company.