Common use of Organization, Good Standing, Power, Etc Clause in Contracts

Organization, Good Standing, Power, Etc. The Company is duly organized and validly existing under the laws of the State of Israel. The Company has the requisite power and authority to execute, deliver and perform this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereon. The execution, delivery and performance by the Company of this Agreement and consummation of the transactions contemplated hereby and thereon have been duly authorized by all necessary corporate actions of the Company. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof assuming valid execution by the other parties thereto, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application as applied by a competent court of law. Each of the Purchased Shares and Warrant Shares, when issued to the Buyer according to the Transaction Documents will (i) be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of liens, security interests, pledges, charges and encumbrances ("Liens") other than those Liens created by or disclosed in writing prior to the date hereof to the Buyer; (ii) have the rights, preferences, privileges, and restrictions set forth in the Articles of Association of the Company, attached hereto as Exhibit B (the “Articles”); (iii) will be free and clear of any encumbrance and of restrictions on transfer other than restrictions on transfer under applicable securities laws as detailed herein, or as set forth in the Articles; (iv) will be duly registered in the name of the Buyer in the Company’s shareholders register. No securities of the Company are entitled to preemptive or similar rights, and no third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in all or any of the transactions contemplated by the Transaction Documents.

Organization, Good Standing, Power, Etc. The Company is duly organized and validly existing under the laws of the State of Israel. The Company has the requisite power and authority to execute, deliver and perform this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereon. The execution, delivery and performance by the Company of this Agreement and consummation of the transactions contemplated hereby and thereon have been duly authorized by all necessary corporate actions of the Company. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof assuming valid execution by the other parties thereto, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application as applied by a competent court of law. Each of the Purchased Shares, Warrant Shares and Warrant Loan Shares, when issued to the Buyer according to the Transaction Documents will (i) be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of liens, security interests, pledges, charges and encumbrances ("Liens") other than those Liens created by or disclosed in writing prior to the date hereof to the Buyer; (ii) have the rights, preferences, privileges, and restrictions set forth in the Articles of Association of the Company, attached hereto as Exhibit B E (the “Articles”); (iii) will be free and clear of any encumbrance and of restrictions on transfer other than restrictions on transfer under applicable securities laws as detailed herein, or as set forth in the Articles; (iv) will be duly registered in the name of the Buyer in the Company’s shareholders register. No securities of the Company are entitled to preemptive or similar rights, and no third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in all or any of the transactions contemplated by the Transaction Documents.

Organization, Good Standing, Power, Etc. The Company (a) Each of the Companies is a corporation or type of entity described in Section 4.1(a) of the DiverseyLever Disclosure Schedule, duly organized and organized, validly existing and in good standing (or relevant equivalent, where applicable in non-U.S. jurisdictions) under the laws of the State jurisdiction in which it is organized, except where the failure to be in good standing (or relevant equivalent) would not reasonably be expected to result in Costs in excess of Israel. The Company has $50,000 individually or $1,000,000 in the requisite power aggregate and authority to executewould not reasonably be expected to, deliver and perform this Agreement and directly or indirectly, materially impede or delay the other Transaction Documents and to consummate the transactions contemplated hereby and thereon. The execution, delivery and performance by the Company of this Agreement and consummation of the transactions contemplated hereby and thereon have been duly authorized by all necessary corporate actions of the Company. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof assuming valid execution by the other parties thereto, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application as applied by a competent court of lawhereby. Each of the Purchased Shares Companies has the requisite corporate or comparable power and Warrant Sharesauthority to own, when issued operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or, where applicable in non-U.S. jurisdictions, qualified as a foreign corporation or other type of entity in each domestic or foreign jurisdiction in which the Buyer according nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to have the Transaction Documents will requisite corporate or comparable power and authority or to be so licensed or qualified (i) would not reasonably be duly authorizedexpected to result, validly issued, fully paid, in Costs in excess of $50,000 individually or $1,000,000 in the aggregate and non-assessable, and free and clear of liens, security interests, pledges, charges and encumbrances ("Liens") other than those Liens created by or disclosed in writing prior to the date hereof to the Buyer; (ii) have the rightswould not reasonably be expected to, preferencesdirectly or indirectly, privileges, and restrictions set forth prevent (in a way which would reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the Articles of Association of aggregate), materially impede or delay the Company, attached hereto as Exhibit B (the “Articles”); (iii) will be free and clear of any encumbrance and of restrictions on transfer other than restrictions on transfer under applicable securities laws as detailed herein, or as set forth in the Articles; (iv) will be duly registered in the name of the Buyer in the Company’s shareholders register. No securities of the Company are entitled to preemptive or similar rights, and no third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in all or any consummation of the transactions contemplated hereby. The list of all such jurisdictions to be delivered by Conopco pursuant to Section 6.21 will, when delivered, be true and complete. Copies of the Transaction DocumentsConstituent Documents of each of the Companies that is not, directly or indirectly, wholly-owned by Unilever (all of which have been heretofore delivered, furnished or made available to Buyer or its representatives by Conopco) are true and complete and in full force and effect. The copies of the Constituent Documents of each of the Companies that is, directly or indirectly, wholly-owned by Unilever to be delivered by Conopco pursuant to Section 6.21 will, when delivered, be true and complete and in full force and effect. None of the Companies is in violation or breach of any of the provisions of its respective Constituent Documents in any respect that would reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the aggregate.

Organization, Good Standing, Power, Etc. The Company is duly organized and validly existing under the laws of the State of Israel. The Company has the requisite power and authority to execute, deliver and perform this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereon. The execution, delivery and performance by the Company of this Agreement and consummation of the transactions contemplated hereby and thereon have been duly authorized by all necessary corporate actions of the Company. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof assuming valid execution by the other parties theretohereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application as applied by a competent court of lawapplication. Each of the Purchased Shares and Warrant Shares, when issued to the Buyer Buyers according to the Transaction Documents this Agreement will (i) be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of liens, security interests, pledges, charges and encumbrances ("“Liens"”) other than those Liens created or known of by or disclosed in writing prior to the date hereof to the Buyer; (ii) have the rights, preferences, privileges, and restrictions set forth in the Articles of Association of the Company, attached hereto as Exhibit B (the “Articles”); (iii) will be free and clear of any encumbrance and of restrictions on transfer other than restrictions on transfer under applicable securities laws as detailed herein, or as set forth in the Articles; (iv) will be duly registered in the name of the Buyer in the Company’s shareholders registerBuyers. No securities of the Company are entitled to preemptive or similar rights, and no third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in all or any of the transactions contemplated by the Transaction Documents. Other than as set forth in Schedule 3a., hereto, to the knowledge of the Company, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any third party any right to subscribe for or acquire, any shares of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional Ordinary Shares, or securities or rights convertible or exchangeable into Ordinary Shares. The issue and sale of the Securities will not, immediately or with the passage of time, obligate the Company to issue Ordinary Shares or other securities to any Person (other than the Buyers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

Organization, Good Standing, Power, Etc. The Company ARTICLE 4.1.1 Each of the Companies is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israelits incorporation. The Company Each of the Companies has the requisite corporate power and authority to executeown, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or qualified as a foreign corporation in each domestic or foreign jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to result in a Cost in excess of $200,000. Copies of (i) the certificate of incorporation and by-laws (or similar charter documents) of each of the Companies including all amendments thereto, (ii) the minute books of each of the Companies and (iii) the stock transfer books of each of the Companies, heretofore delivered, furnished or made available to Buyer or its representatives by Sellers, are true and complete as of the date hereof (except in the case of the minute books, which are true and complete in all material respects). The certificate of incorporation and by-laws (or similar charter documents) of each of the Companies is in full force and effect, and none of the Companies is in violation or breach of any of the provisions of its certificate of incorporation or by-laws (or similar charter documents) in any material respect. ARTICLE 4.1.2 Each of Sellers is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. Each of Sellers has the requisite corporate power and authority to execute and deliver this Agreement, and perform this Agreement Sellers and the International Affiliates have all requisite corporate power and authority to execute and deliver the other Transaction Documents agreements contemplated hereby and to consummate the transactions contemplated hereby and thereonthereby. The execution, execution and delivery and performance by the Company of this Agreement by Sellers, the execution and delivery by Sellers or the International Affiliates of the other agreements contemplated hereby, and the consummation by Sellers and the International Affiliates of the transactions contemplated hereby and thereon thereby have been duly authorized by all necessary corporate actions action on the part of Sellers and the International Affiliates and no other or further corporate proceedings will be necessary for the execution and delivery of such agreements by Sellers and the International Affiliates, the performance by Sellers and the International Affiliates of their obligations hereunder and thereunder and the consummation by Sellers and the International Affiliates of the Companytransactions contemplated hereby and thereby. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed and delivered by the Company andeach of Sellers and constitutes a legal, when delivered in accordance with the terms hereof assuming valid execution by the other parties thereto, will constitute the valid and binding obligation of the Company each of Sellers enforceable against the Company Sellers in accordance with its terms, except as such enforceability the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation reorganization or similar other laws of general applicability relating to, to or affecting generally the enforcement of, of creditors’ ' rights and remedies or by other equitable general principles of general application as applied by a competent court of lawequity. Each of the Purchased Shares and Warrant Shares, when issued to the Buyer according to the Transaction Documents will (i) be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of liens, security interests, pledges, charges and encumbrances ("Liens") other than those Liens created by or disclosed in writing prior to the date hereof to the Buyer; (ii) have the rights, preferences, privileges, and restrictions set forth in the Articles of Association of the Company, attached hereto as Exhibit B (the “Articles”); (iii) will be free and clear of any encumbrance and of restrictions on transfer other than restrictions on transfer under applicable securities laws as detailed herein, or as set forth in the Articles; (iv) will be duly registered in the name of the Buyer in the Company’s shareholders register. No securities of the Company are entitled to preemptive or similar rights, and no third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in all or any of the transactions contemplated by the Transaction Documents.ARTICLE 4.2

Organization, Good Standing, Power, Etc. The Company (a) Each of Seller, the Asset Transferor Entities and the Share Transferor Entity is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israeljurisdiction in which it is incorporated. The Company Seller has the requisite corporate power and authority to execute, deliver and perform this Agreement and the other Transaction Documents Operative Agreements, and Seller, each of the Asset Transferor Entities and the Share Transferor Entity have all requisite corporate power and authority to consummate the transactions contemplated hereby and thereonthereby, to conduct the Business as now conducted in all material respects and to own, use or lease the Assets, as the case may be. This Agreement has been duly executed and delivered by Seller and constitutes, and the Operative Agreements when executed and delivered by Seller and/or such Asset Transferor Entities or Share Transferor Entity which are parties thereto, as the case may be, will constitute, legal, valid and binding obligations of Seller and such Asset Transferor Entities or Share Transferor Entity, as the case may be, enforceable against them in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, moratorium, reorganization and except as such enforceability may be limited by other laws of general applicability relating to or affecting the enforcement of creditors’ rights and general principles of equity. The executionexecution and delivery by Seller, delivery the Asset Transferor Entities and performance the Share Transferor Entity of the Operative Agreements to which they are party, and the consummation by the Company of this Agreement and consummation such Persons of the transactions contemplated hereby and thereon thereby have been duly authorized by all necessary corporate actions action on the part of the Company. Each Transaction Document has been (such Persons and no other or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof assuming valid execution by the other parties thereto, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation further corporate or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application as applied by a competent court of law. Each of the Purchased Shares and Warrant Shares, when issued to the Buyer according to the Transaction Documents will (i) be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of liens, security interests, pledges, charges and encumbrances ("Liens") other than those Liens created by or disclosed in writing prior to the date hereof to the Buyer; (ii) have the rights, preferences, privileges, and restrictions set forth in the Articles of Association of the Company, attached hereto as Exhibit B (the “Articles”); (iii) stockholder proceedings will be free necessary for the execution and clear delivery of any encumbrance such agreements by such Persons, the performance by such Persons of their obligations hereunder and of restrictions on transfer other than restrictions on transfer under applicable securities laws as detailed herein, or as set forth in thereunder and the Articles; (iv) will be duly registered in the name of the Buyer in the Company’s shareholders register. No securities of the Company are entitled to preemptive or similar rights, and no third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in all or any consummation by such Persons of the transactions contemplated by the Transaction Documentshereby and thereby.

Organization, Good Standing, Power, Etc. The Company is duly organized and validly existing under the laws of the State of Israel. The Company has the requisite power and authority to execute, deliver and perform this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereon. The execution, delivery and performance by the Company of this Agreement and consummation of the transactions contemplated hereby and thereon have been duly authorized by all necessary corporate actions of the Company. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof assuming valid execution by the other parties theretohereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application as applied by a competent court of lawapplication. Each of the Purchased Shares and Warrant Shares, when issued to the Buyer according to the Transaction Documents this Agreement will (i) be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of liens, security interests, pledges, charges and encumbrances ("“Liens"”) other than those Liens created or known of by or disclosed in writing prior to the date hereof to the Buyer; (ii) have the rights, preferences, privileges, and restrictions set forth in the Articles of Association of the Company, attached hereto as Exhibit B (the “Articles”); (iii) will be free and clear of any encumbrance and of restrictions on transfer other than restrictions on transfer under applicable securities laws as detailed herein, or as set forth in the Articles; (iv) will be duly registered in the name of the Buyer in the Company’s shareholders registerBuyers. No securities of the Company are entitled to preemptive or similar rights, and no third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in all or any of the transactions contemplated by the Transaction Documents. Other than as set forth in Schedule 3a., hereto, to the knowledge of the Company, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any third party any right to subscribe for or acquire, any shares of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional Ordinary Shares, or securities or rights convertible or exchangeable into Ordinary Shares. The issue and sale of the Securities will not, immediately or with the passage of time, obligate the Company to issue Ordinary Shares or other securities to any Person (other than the Buyer) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.