Common use of Baxter Clause in Contracts

Baxter. (in the event that Baxter is an Affiliate of Purchaser) or Baxalta (in the event that Baxalta is an Affiliate of Purchaser) represents and warrants that such Party and the Purchaser (i) are each duly organized, validly existing and in good standing under the laws of their applicable jurisdiction of organization, (ii) have power and authority necessary to conduct their respective businesses as currently being conducted and as contemplated herein, (iii) have power and authority to make, deliver and perform its obligations under this Agreement and have taken all necessary action to authorize the execution, delivery and performance of this Agreement, (iv) have duly executed and delivered this Agreement and each applicable Joinder Agreement or other written agreement with respect hereto, and such Agreement (including the applicable Joinder Agreement or other written agreement) constitutes the legal, valid and binding obligation of them and is enforceable in accordance with its terms and does not require the consent of, authorization of, filing with or other act by or in respect of, any Governmental Authority or any other Person in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any Joinder Agreement or other written agreement with respect hereto.