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

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder has the requisite power and authority and/or capacity to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery by such Stockholder of this Agreement and the performance by it of the obligations hereunder have been duly and validly authorized by such Stockholder and no other actions or proceedings are required on the part of such Stockholder to authorize the execution and delivery of this Agreement or the performance by such Stockholder of its obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Parent Parties, constitutes a legal, valid and binding agreement of such Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder has the requisite power and authority and/or capacity to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery by such Stockholder of this Agreement and the performance by it of the obligations hereunder have been duly and validly authorized by such Stockholder and no other actions or proceedings are required on the part of such Stockholder to authorize the execution and delivery of this Agreement or the performance by such Stockholder of its obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Parent PartiesParties and the Company, constitutes a legal, valid and binding agreement of such Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder has the requisite power and authority and/or capacity to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery by such Stockholder of this Agreement and the performance by it of the obligations hereunder have been duly and validly authorized by such Stockholder and no other actions or proceedings are required on the part of such Stockholder to authorize the execution and delivery of this Agreement or the performance by such Stockholder of its obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder Xxxxxxxxxxx and, assuming the due authorization, execution and delivery of this Agreement by the Parent PartiesParties and the Company, constitutes a legal, valid and binding agreement of such Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.

Organization; Authorization; Validity of Agreement; Necessary Action. Such The Stockholder has the requisite power and authority and/or capacity to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery by such the Stockholder of this Agreement and the performance by it the Stockholder of the its obligations hereunder have been duly and validly authorized by such the Stockholder and no other actions or proceedings are required on the part of such the Stockholder to authorize the execution and delivery of this Agreement or the performance by such the Stockholder of its obligations hereunder. This Agreement has been duly executed and delivered by such the Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Parent PartiesParties and the Company, constitutes a legal, valid and binding agreement of such the Stockholder, enforceable against it the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder has The Stockholders have the requisite power and authority and/or capacity to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery by such Stockholder the Stockholders of this Agreement and the performance by it the Stockholders of the their obligations hereunder have been duly and validly authorized by such Stockholder the Stockholders and no other actions or proceedings are required on the part of such Stockholder the Stockholders to authorize the execution and delivery of this Agreement or the performance by such Stockholder the Stockholders of its their obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder the Stockholders and, assuming the due authorization, execution and delivery of this Agreement by the Parent PartiesParties and the Company, constitutes a legal, valid and binding agreement of such Stockholderthe Stockholders, enforceable against it the Stockholders in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.