Common use of Organization; Authorization Clause in Contracts

Organization; Authorization. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Parent’s corporate powers and has been duly authorized by all necessary corporate actions on the part of Parent. Parent has full power and authority to execute, deliver and perform this Agreement.

Organization; Authorization. Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The consummation of the transactions contemplated hereby is within Parent’s corporate powers This Agreement has been duly and validly authorized by all necessary company action and has been duly authorized and validly executed and delivered by all necessary corporate actions on Parent and constitutes the part valid and binding obligation of Parent. Parent has full power and authority to execute, deliver and perform this Agreementenforceable against it in accordance with its terms.

Organization; Authorization. Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The consummation of the transactions contemplated hereby is within Parent’s corporate powers and This Agreement has been duly and validly authorized by all necessary corporate actions on the part action and has been duly and validly executed and delivered by Parent and constitutes a legal, valid and binding obligation of Parent. Parent has full power and authority to execute, deliver and perform this Agreementenforceable against it in accordance with its terms.

Organization; Authorization. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Parent’s corporate powers and has been duly authorized by all necessary corporate actions on the part of Parent. Parent has full power and authority to execute, deliver and perform this Agreement.

Organization; Authorization. The Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within the Parent’s corporate powers and has been duly authorized by all necessary corporate actions on the part of the Parent. The Parent has full power and authority to execute, deliver and perform this Agreement.

Organization; Authorization. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Parent’s corporate powers and has been duly authorized by all necessary corporate actions on the part of Parent. Parent has full power and authority to execute, deliver and perform this AgreementAgreement and to consummate the transactions contemplated hereby.

Organization; Authorization. Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is are within Parent’s corporate powers and has have been duly authorized by all necessary corporate actions on the part of Parent. Parent has full power and authority to execute, deliver and perform this Agreement.

Organization; Authorization. Parent is a corporation duly incorporatedincorporated or organized, as applicable, validly existing and in good standing under the laws of the State state of Delaware. The consummation of the transactions contemplated hereby is by this Agreement in accordance with and subject to the terms of the Merger Agreement are within Parent’s corporate powers and has have been duly authorized by all necessary corporate actions on the part of Parent. Parent has full corporate power and authority to execute, deliver and perform this Agreement.

Organization; Authorization. Parent is a corporation duly incorporatedincorporated or organized, as applicable, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is are within Parent’s corporate powers and has have been duly authorized by all necessary corporate actions on the part of Parent. Parent has full power and authority to execute, deliver and perform this Agreement.

Organization; Authorization. Parent is a corporation Delaware limited liability company duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Parent’s corporate powers and This Agreement has been duly authorized executed and delivered by all necessary corporate actions on Parent and constitutes a legal, valid and binding obligation of Parent and, assuming the part of Parent. due authorization, execution and delivery hereof by each Shareholder, is enforceable against Parent has full power in accordance with its terms, subject in each case to the Bankruptcy and authority to execute, deliver and perform this AgreementEquity Exception.

Organization; Authorization. Parent is a Delaware corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Parent’s corporate powers and has been duly authorized by all necessary corporate actions on the part of Parent. Parent has , with full power and authority to executeexecute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly authorized by all necessary company action and has been duly and validly executed and delivered by Parent and constitutes the valid and binding obligation of Parent, deliver and perform this Agreementenforceable against it in accordance with its terms.

Organization; Authorization. Parent is a corporation duly incorporated, validly existing and in good standing incorporated under the laws Laws of the State of Delaware. The consummation of the transactions contemplated hereby is are within Parent’s corporate powers and has have been duly authorized by all necessary corporate actions on the part of Parent. Parent has full power and authority to execute, deliver and perform this Agreement.