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

Organization; Authorization; Validity of Agreement. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the right and all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The person executing this Agreement on behalf of the Company has full power and authority to execute and deliver this Agreement on behalf of the Company and to thereby bind the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by the Supporting Stockholder, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Organization; Authorization; Validity of Agreement. The Company Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Buyer has the right and all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The person executing this Agreement on behalf of the Company Xxxxx has full power and authority to execute and deliver this Agreement on behalf of the Company Xxxxx and to thereby bind the CompanyBuyer. This Agreement has been duly and validly executed and delivered by the Company Xxxxx and, assuming due and valid authorization, execution and delivery hereof by the Supporting each Stockholder, constitutes the legal, valid and binding obligation of the Company Buyer enforceable against the Company Buyer in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.