ORGANIZATION; AUTHORIZATION; ECT Clause Samples

ORGANIZATION; AUTHORIZATION; ECT. Buyer is a corporation duly organized and validly existing under the laws of its jurisdiction of organization. Buyer has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Buyer's obligations hereunder and the consummation of the transactions contemplated hereby by Buyer have been duly and validly authorized by all necessary corporate proceedings on the part of Buyer and no other proceedings or actions on the part of Buyer, its board of directors or stockholders are necessary therefor. The execution, delivery and performance by Buyer of this Agreement will not (i) violate any provision of the certificate of incorporation or bylaws or similar organizational instrument of Buyer, (ii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or, except in accordance with the terms of that certain Amended and Restated Credit Agreement dated June 26, 1996, by and among Buyer and the Lenders and Issuing Banks thereunder and Citicorp USA, Inc., as agent for the Lenders and the Issuing Banks, result in the imposition of any lien upon or the creation of a security interest in any of Buyer's assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment, injunction or decree to which Buyer is a party or by which Buyer is bound, or (iii) violate or conflict with any statute, rule or regulation applicable to Buyer or any of its properties or assets or any other restriction of any kind or character to which Buyer is subject. This Agreement has been duly executed and delivered by Buyer, and, assuming the due execution and delivery of this Agreement by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law).