Organization of the Company and HoldCo Clause Samples

Organization of the Company and HoldCo. Each of the Company and HoldCo is a private limited company duly organized, validly existing and in good standing under the laws of Spain and has full corporate power to enter into this Agreement and to perform its obligations hereunder. Other than as contemplated by this Agreement, (i) neither the Company nor HoldCo has any liabilities in respect of any Person and (ii) prior to entering into this Agreement, each of the Company and HoldCo has been a dormant company and has not assumed any obligation or commitment and has not carried out any activity other than, in the case of the Company, entering into the Purchase Agreement and the Original Contribution Agreement and other than transactions among the Company, on the one hand, and EPOF and/or OPPS on the other hand.