Common use of Power; Organization; Binding Agreement Clause in Contracts

Power; Organization; Binding Agreement. The Shareholder has full power and authority (or capacity, in the case of Shareholders that are natural persons) to execute and deliver this Agreement, to perform the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby. In the case of Shareholders that are not natural persons, such Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. The execution and delivery of this Agreement by the Shareholder, the performance by the Shareholder of its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby have been duly authorized by all necessary organizational action on the part of the Shareholder, and no other organizational proceedings on the part of the Shareholder and no shareholder votes or written consents on the part of the Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes the valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy 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.

Power; Organization; Binding Agreement. The Shareholder Stockholder has full power and authority (or capacity, in the case of Shareholders that are natural persons) to execute and deliver this Agreement, to perform the ShareholderStockholder’s obligations hereunder and to consummate the transactions contemplated hereby. In The execution and delivery by the case Stockholder of Shareholders that this Agreement, the performance by the Stockholder of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder are not natural personsnecessary to authorize the execution and delivery by the Stockholder of this Agreement, such Shareholder the performance by the Stockholder of its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby. The Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. The execution and delivery of this Agreement by formation (except to the Shareholder, extent the performance by the Shareholder of its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby have been duly authorized by all necessary organizational action on the part of the Shareholder, and no other organizational proceedings on the part of the Shareholder and no shareholder votes or written consents on the part of the Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby“good standing” concept is not applicable in any relevant jurisdiction). This Agreement has been duly and validly executed and delivered by the Shareholder Stockholder, and, assuming due authorization, execution and delivery by Parent, this Agreement constitutes the a valid and binding obligation of the ShareholderCompany, constitutes a valid and binding obligation of the Stockholder, enforceable against the Shareholder Stockholder in accordance with its terms, except that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws, now Laws affecting or hereafter in effect, affecting relating to creditors’ rights generally and (ii) the remedy 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 proceeding therefor may be broughtbrought (such exceptions, the “Enforceability Exceptions”).