Common use of Organization; Authorization; Binding Agreement Clause in Contracts

Organization; Authorization; Binding Agreement. The Stockholder is duly organized and validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated. The Stockholder has the requisite legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. The execution and delivery of this Agreement has been duly and validly executed and delivered by the Stockholder and, assuming due authorization, execution, and delivery hereof by each of Parent and Merger Sub, constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar applicable laws affecting creditors’ rights generally and to general principles of equity.

Organization; Authorization; Binding Agreement. The Stockholder Stockholder, if not a natural person, is duly organized and incorporated or organized, as applicable, validly existing and in good standing under the Laws laws of the its jurisdiction in which it is incorporatedof incorporation or organization. The Stockholder has the requisite full legal capacitycapacity and power, right and authority to execute and deliver this Agreement and to perform such the Stockholder’s obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of this This Agreement has been duly and validly executed and delivered by the Stockholder Stockholder, and, assuming the due authorization, execution, execution and delivery hereof by each of Parent and Merger Subthe other parties hereto, constitutes a legal, valid, valid and binding obligation of the Stockholder, Stockholder enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar applicable laws affecting creditors’ rights generally and subject to general principles of equitythe Enforceability Exceptions.