Common use of Organization and Standing; Power and Authority Clause in Contracts

Organization and Standing; Power and Authority. HON is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa, and has full corporate power and authority to operate its business, to own or lease its assets and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. HON is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or lease of its assets or the operation of its business requires such qualification, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on HON. This Agreement and all other Transaction Documents to be executed and delivered by HON in connection herewith have been, or upon execution thereof will be, duly executed and delivered by HON. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the Board of Directors of HON, in accordance with applicable law, and constitute the valid and binding obligations of HON, enforceable in accordance with their respective terms.

Organization and Standing; Power and Authority. HON Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa, and has full corporate power and authority to operate its business, to own or lease its assets and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. HON Buyer is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or lease of its assets or the operation of its business requires such qualification, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on HONBuyer. This Agreement and all other Transaction Documents to be executed and delivered by HON Buyer in connection herewith have been, or upon execution thereof will be, duly executed and delivered by HONBuyer. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the Board of Directors of HONBuyer, in accordance with applicable law, and constitute the valid and binding obligations of HONBuyer, enforceable in accordance with their respective terms.