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

Organization; Authorization; Validity of Agreement; Necessary Action. It (other than an individual) is duly organized, validly existing and in good standing under the Law of its jurisdiction of organization. It 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 each Stockholder and the Company of this Agreement, the performance by it of its respective obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by such Stockholder and the Company and no other actions or proceedings on the part of the Stockholder or any stockholder or equity holder thereof or the Company 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 each Stockholder and the Company and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of each Stockholder and the Company enforceable against it in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

Organization; Authorization; Validity of Agreement; Necessary Action. It (other than an individual) The Stockholder, if not a natural person, is duly organized, validly existing and in good standing under the Law Laws of its jurisdiction of organization. It The Stockholder has 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 by this Agreementhereby 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 and the Company of in connection with this Agreement, the performance by it the Stockholder of its respective obligations hereunder and thereunder and the consummation by it the Stockholder of the transactions contemplated by this Agreement hereby and thereby have been duly and validly authorized by such Stockholder and the Company Stockholder, and no other actions or proceedings on the part of the Stockholder or any stockholder or equity holder thereof or the Company or any other Person 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 by this Agreementconsummation. This Agreement has been duly executed and delivered by each Stockholder the Stockholder, and the Company and, assuming that this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of each the Stockholder and the Company enforceable against it the Stockholder in accordance with its terms (except as such enforceability may be limited by bankruptcyterms, insolvency, fraudulent transfer, reorganization, moratorium subject to the Bankruptcy and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles)Equitable Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. It That such Company Y Shareholder, as of the date hereof, (other than an individuali) is duly organized, validly existing and in good standing under the Law Laws of its the jurisdiction in which it is organized (in the case of organization. It good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has the requisite all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by each Stockholder and the such Company Y Shareholder of this Agreement, the performance by it such Company Y Shareholder of its respective obligations hereunder and the consummation by it such Company Y Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Stockholder and the Company Y Shareholder and no other actions or proceedings on the part of the Stockholder or any stockholder or equity holder thereof or the such Company or any other Person Y 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 each Stockholder and the such Company Y Shareholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties heretoCompany T, constitutes a legal, valid and binding agreement of each Stockholder and the such Company Y Shareholder enforceable against it such Company Y Shareholder in accordance with its terms (except as such enforceability may be limited by terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, creditors' rights and to general equitable principlesequity principles (the "Bankruptcy and Equity Exception").