Common use of Organization; Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Organization; Authorization; Validity of Agreement; Necessary Action. The Stockholder is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formation. The Stockholder 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 by the Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organization; Authorization; Validity of Agreement; Necessary Action. The Stockholder Such Shareholder is duly organized and is organized, validly existing and in good standing under the laws Law of the its jurisdiction of its formationorganization. The Stockholder Such Shareholder has full the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery by the Stockholder such Shareholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Stockholder such Shareholder and no other actions or proceedings on the part of the Stockholder such Shareholder or any stockholder shareholder or equity holder thereof or any other Person are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by the Stockholder such Shareholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation agreement of the Stockholder, such Shareholder enforceable against it such Shareholder in accordance with its terms, subject to terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization moratorium and other similar Laws of general applicability relating to or similar laws affecting the rights of creditors generally creditor’s rights, and the availability of to general equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at lawprinciples).

Organization; Authorization; Validity of Agreement; Necessary Action. The Such Stockholder is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formation. The Such Stockholder has full power and authority to execute and deliver this Agreement, to perform its such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the such Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the such Stockholder and no other actions or proceedings on the part of the such Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the such Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organization; Authorization; Validity of Agreement; Necessary Action. The Stockholder is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formation. The Stockholder has full power and authority to execute and deliver this Agreement, to perform its the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organization; Authorization; Validity of Agreement; Necessary Action. The Stockholder WLG Holdings is duly organized and is formed, validly existing and in good standing under the laws of the its jurisdiction of its formation. The Stockholder Each Unitholder has full the requisite capacity or power and authority authority, as applicable, to execute and deliver this Agreement, to perform carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder WLG Holdings of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the Stockholder all necessary action on behalf of such Unitholder, and no other actions or proceedings on the part of the Stockholder or any stockholder thereof such Unitholder are necessary to authorize the execution and delivery by it of this Agreement, the performance by it such Unitholder of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder each Unitholder and, assuming the due authorization, execution and delivery of this Agreement constitutes a valid by the Partnership and binding obligation of the other parties heretoMerger Sub, constitutes a legal, valid and binding obligation agreement of the Stockholdereach Unitholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and similar laws of general applicability relating to or affecting the creditors’ rights of creditors generally and the availability of to general equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles.

Organization; Authorization; Validity of Agreement; Necessary Action. The Stockholder Stockholder, if not a natural person, is duly organized and is organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its formationorganization. The Stockholder has full the requisite power and authority to execute and deliver this Agreement and each other document required to be executed and delivered by the Stockholder in connection with this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by the Stockholder of this Agreement and each other document required to be executed and delivered by the Stockholder in connection with this Agreement, the performance by it the Stockholder of its obligations hereunder and thereunder and the consummation by it the Stockholder of the transactions contemplated by hereby and thereby have been duly and validly authorized by the Stockholder Stockholder, and no other actions or proceedings on the part of the Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it of this Agreementsuch execution, the delivery, performance by it of its obligations hereunder or the consummation by it of the transactions contemplated herebyconsummation. This Agreement has been duly executed and delivered by the Stockholder andStockholder, and assuming that this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation agreement of the Stockholder, Stockholder enforceable against it the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally Bankruptcy and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)Equitable Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. The Such Stockholder is duly organized under the laws of its respective jurisdiction of organization and is validly existing and in good standing under the laws of the jurisdiction of its formationsuch jurisdiction. The Such Stockholder 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 by the such Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the such Stockholder and no other actions or proceedings on the part of the such Stockholder or any stockholder general or limited partner, beneficiary or trustee thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the such Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organization; Authorization; Validity of Agreement; Necessary Action. The To the extent the Stockholder is not a natural person, the Stockholder is a legal entity duly organized and is or formed, validly existing and in good standing under the laws of the its jurisdiction of its formation. The Stockholder organization or formation and has full all requisite corporate or similar power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder under this Agreement. To the extent the Stockholder is a natural person, the Stockholder has full legal capacity and authority to consummate enter into this Agreement and carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Stockholder and the consummation by the Stockholder of the transactions contemplated hereby. The hereby have been duly authorized by all necessary action, and no other action on the part of the Stockholder is necessary to authorize the execution and delivery by the Stockholder of this Agreement, the performance by it of its obligations hereunder Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and, assuming this Agreement due and valid authorization, execution and delivery hereof by Parent, constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the Stockholder, Stockholder enforceable against it the Stockholder in accordance with its terms, subject to except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights of creditors generally and the availability (ii) is subject to general principles of equitable remedies equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organization; Authorization; Validity of Agreement; Necessary Action. The Stockholder is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formationincorporation. The Stockholder 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 by the Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organization; Authorization; Validity of Agreement; Necessary Action. The Each Stockholder that is not an individual is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formationincorporation. The Each Stockholder has full power and authority to execute and deliver this Agreement, to perform its such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the such Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the such Stockholder and no other actions or proceedings on the part of the such Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the such Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organization; Authorization; Validity of Agreement; Necessary Action. The Stockholder is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formation. The Stockholder 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 by the Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder or any stockholder manager or partner thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organization; Authorization; Validity of Agreement; Necessary Action. The Stockholder Purchaser is duly organized and is organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its formationorganization. The Stockholder Purchaser has full the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery by the Stockholder Purchaser of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Stockholder Purchaser and no other actions corporate, partnership or proceedings similar action on the part of the Stockholder or any stockholder thereof are Purchaser is necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by the Stockholder Purchaser and, assuming this Agreement constitutes a valid and binding obligation of the other parties heretoPrincipal Stockholder, constitutes a legal, valid and binding obligation agreement of the Stockholder, Purchaser enforceable against it in accordance with its terms, subject to (a) any applicable bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization or moratorium and similar laws Laws of general applicability affecting the creditors’ rights of creditors generally and the availability (b) general principles of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity.

Organization; Authorization; Validity of Agreement; Necessary Action. The Principal Stockholder is duly organized and is organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its formationorganization. The Principal Stockholder has full the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery by the Principal Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Principal Stockholder and no other actions corporate or proceedings partnership action on the part of the Principal Stockholder or any stockholder thereof are is necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by the Principal Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties heretoPurchaser, constitutes a legal, valid and binding obligation agreement of the Stockholder, Principal Stockholder enforceable against it in accordance with its terms, subject to (a) any applicable bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization or moratorium and similar laws Laws of general applicability affecting the creditors’ rights of creditors generally and the availability (b) general principles of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity.

Organization; Authorization; Validity of Agreement; Necessary Action. The Such Stockholder is duly organized and is organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its formationorganization. The Such Stockholder has full the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery by the such Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the such Stockholder and no other actions or proceedings on the part of the such Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by the such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation agreement of the Stockholder, such Stockholder enforceable against it in accordance with its terms, subject to except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization moratorium or other similar laws affecting the laws, now or hereafter in effect, relating to creditors' rights of creditors generally and the availability (b) general principles of equitable remedies equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and subject to the provisions of Section 5.11.

Organization; Authorization; Validity of Agreement; Necessary Action. The Such Stockholder is duly organized and is organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its formationorganization. The Such Stockholder has full the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery by the such Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the such Stockholder and no other actions or proceedings on the part of the such Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by the such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation agreement of the Stockholder, such Stockholder enforceable against it in accordance with its terms, subject to except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization moratorium or other similar laws affecting the laws, now or hereafter in effect, relating to creditors’ rights of creditors generally and the availability (b) general principles of equitable remedies equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and subject to the provisions of Section 5.11.

Organization; Authorization; Validity of Agreement; Necessary Action. The Such Stockholder is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formationincorporation or organization. The Such Stockholder has full the requisite power and authority to execute and deliver this Agreement, to perform carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the such Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the such Stockholder and no other actions or proceedings on the part of the such Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties heretoBCH, constitutes a legal, valid and binding obligation agreement of the such Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and similar laws of general applicability relating to or affecting the creditors’ rights of creditors generally and the availability of to general equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles.

Organization; Authorization; Validity of Agreement; Necessary Action. The Stockholder Stockholder, if a person other than an individual, is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formationincorporation or organization. The Stockholder has full the requisite power and authority to execute and deliver this Agreement, to perform carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the Stockholder Stockholder, and no other actions or proceedings on the part of the such Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties heretoGregorys, constitutes a legal, valid and binding obligation agreement of the Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and similar laws of general applicability relating to or affecting the creditors’ rights of creditors generally and the availability of to general equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles.

Organization; Authorization; Validity of Agreement; Necessary Action. The To the extent that the Stockholder is a corporation (including any non-profit corporation), limited liability company, joint stock company, general partnership, limited partnership, limited liability partnership, estate, trust, firm or other enterprise, associate, organization or entity, such Stockholder is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formationformation or incorporation. The Stockholder 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 by the Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other additional corporate actions or proceedings on the part of the Stockholder or any stockholder thereof its respective partners, stockholders, trustees, managers or members, as applicable, are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).