Common use of UPM Clause in Contracts

UPM. Kymmene hereby represents and warrants to the Shareholder (and acknowledges that the Shareholder is relying upon such representations and warranties): (a) that UPM-Kymmene is a company duly incorporated and validly existing under the laws of Finland; and (b) that UPM-Kymmene has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and that this Agreement constitutes the valid and binding obligation of UPM-Kymmene. This Agreement has been duly executed and delivered by UPM-Kymmene and, assuming the due execution and delivery by the Shareholder, is enforceable against it in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors' rights generally and general principles of equity.