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

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Stockholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder 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 by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of such Stockholder enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Stockholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder 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 by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of such Stockholder enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder Shareholder is duly organized, validly existing existing, and in good standing under the Laws of its jurisdiction of organization. Such Stockholder Shareholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Stockholder Shareholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by such Stockholder Shareholder and no other actions or proceedings on the part of such Stockholder Shareholder or any 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 by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and Shareholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of such Stockholder Shareholder, enforceable against it such Shareholder in accordance with its terms, subject to the Enforceability Equitable Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Stockholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder 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 by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of such Stockholder enforceable against it in accordance with its terms, subject to the Enforceability Equitable Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder Unitholder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Stockholder Unitholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Stockholder Unitholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by such Stockholder Unitholder and no other actions or proceedings on the part of such Stockholder Unitholder 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 by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and Unitholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of such Stockholder Unitholder enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder Shareholder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Stockholder Shareholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Stockholder Shareholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by such Stockholder Shareholder and no other actions or proceedings on the part of such Stockholder Shareholder 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 by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and Shareholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of such Stockholder Shareholder enforceable against it in accordance with its terms, subject to the Enforceability Equitable Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder Purchaser is duly organized, validly existing and in good standing under the Laws of its jurisdiction the State of organizationDelaware. Such Stockholder Purchaser has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Stockholder Purchaser of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by such Stockholder Purchaser and no other actions or proceedings on the part of such Stockholder Purchaser 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 by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and Purchaser and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of such Stockholder Purchaser enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such The Stockholder has the requisite full power and authority to execute and deliver this Agreement, to perform its the Stockholder’s obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery by such the Stockholder of this Agreement, the performance by it him of its his obligations hereunder and the consummation by it him of the transactions contemplated by this Agreement hereby have been duly and validly authorized by such the Stockholder and no other actions or proceedings on the part of such the Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it him of this Agreement, the performance by it him of its his obligations hereunder or the consummation by it him of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by such the Stockholder and and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement obligation of such Stockholder the Stockholder, enforceable against it him in accordance with its terms, subject to the Enforceability Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder is duly organized, organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporation or organization. Such Stockholder has the requisite power and authority to execute and deliver this Agreement, to perform carry out its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery by such Stockholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement hereby have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of 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 by this Agreementhereby. This Agreement has been duly executed and delivered by such Stockholder and and, assuming this Agreement constitutes a valid and binding obligation of the other parties heretoBCH, constitutes a legal, valid and binding agreement of such Stockholder Stockholder, enforceable against it in accordance with its terms, subject to the Enforceability Exceptionsbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.