Common use of Authority; Organization Clause in Contracts

Authority; Organization. (a) Each of the Andes Parties is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) Each of the Andes Parties has all requisite power and authority to execute and deliver this Agreement and consummate the transactions contemplated by this Agreement. The execution and delivery by each of the Andes Parties of this Agreement and the consummation by each of the Andes Parties of the transactions contemplated by this Agreement have been duly authorized by all necessary action of the applicable Andes Party; (c) This Agreement has been duly and validly executed and delivered by each of the Andes Parties, and constitutes a valid and binding agreement of each of the Andes Parties, enforceable against each of the Andes Parties, in accordance with its terms; (d) The execution and delivery of this Agreement by the Andes Parties does not, and the consummation of the transactions contemplated by this Agreement will not, (i) violate or conflict with the organizational documents or any material agreement of the Andes Parties or (ii) violate any law, regulation, order, judgment or decree of any Governmental Entity applicable to the Andes Parties; and (e) All of the directors, stockholders and subsidiaries of Andes are listed as signatories on the Andes Release (other than A▇▇▇▇▇).

Authority; Organization. (a) Each of the Andes A▇▇▇▇▇ Parties is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) Each of the Andes A▇▇▇▇▇ Parties has all requisite power and authority to execute and deliver this Agreement and consummate the transactions contemplated by this Agreement. The execution and delivery by each of the Andes A▇▇▇▇▇ Parties of this Agreement and the consummation by each of the Andes A▇▇▇▇▇ Parties of the transactions contemplated by this Agreement have been duly authorized by all necessary action of the applicable Andes A▇▇▇▇▇ Party; (c) This Agreement has been duly and validly executed and delivered by each of the Andes Parties, A▇▇▇▇▇ Parties and constitutes a valid and binding agreement of each of the Andes A▇▇▇▇▇ Parties, enforceable against each of the Andes Parties, A▇▇▇▇▇ Parties in accordance with its terms;; and (d) The execution and delivery of this Agreement by the Andes A▇▇▇▇▇ Parties does not, and the consummation of the transactions contemplated by this Agreement will not, (i) violate or conflict with the organizational documents or any material agreement of any of the Andes A▇▇▇▇▇ Parties or (ii) violate any law, regulation, order, judgment or decree of any Governmental Entity (as defined below) applicable to the Andes Parties; and (e) All any of the directors, stockholders and subsidiaries of Andes are listed as signatories on the Andes Release (other than A▇▇▇▇▇)▇ Parties.