Organization, Authority and Validity Sample Clauses

Organization, Authority and Validity. (a) The PE Fund is an Entity duly organized and validly existing under the Laws of France. (b) Both Newco and Bidco are a société par actions simplifiée duly organized and validly existing under the Laws of France, is not in a state of insolvency (en état de cessation des paiements), nor subject to any Bankruptcy Proceedings and no facts exist that would result in any such event occurring. (c) The PE Fund, Newco and Bidco have the corporate power and authority to enter into this Agreement, to perform their obligations hereunder and to consummate the transactions contemplated hereby. The individual signatory in their names and on their behalf is duly authorized for that purpose. (d) The execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the competent corporate bodies of the PE Fund, Newco and Bidco, and no other corporate action on the part of the PE Fund, Newco or Bidco is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. (e) This Agreement has been duly executed by the PE Fund, Newco and Bidco and constitutes a legal, valid and binding obligation of the PE Fund, Newco and Bidco, enforceable against them in accordance with its terms.

Organization, Authority and Validity. 5.2.1 The Seller is a limited liability company (besloten vennootschap) duly organized and validly existing under the laws of the Netherlands. The Seller has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. 5.2.2 The execution of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by the competent corporate bodies of the Seller, and no other corporate action on the part of the Seller is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated herein. 5.2.3 This Agreement has been duly executed by the Seller and constitutes a legal, valid and binding obligation of the Seller in accordance with its terms.

Organization, Authority and Validity. (a) Each of the Sellers is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, is not in a state of insolvency (en état de cessation des paiements), nor subject to any Bankruptcy Proceedings and no facts exist that would result in any such event occurring. (b) Each Seller has the full capacity, power and authority to enter into this Agreement and to perform its obligations hereunder and to complete the transactions contemplated herein and has obtained all necessary consents and authorizations required to be obtained by it to perform this Agreement and no other corporate action on its part is necessary to authorize the execution of this Agreement or the completion of any of the transactions contemplated therein. (c) This Agreement has been duly executed by each Seller and constitutes a legal, valid and binding obligation of each Seller, enforceable against it in accordance with its terms. The individual signatory executing this Agreement in its name and on its behalf is duly authorized to act on such Sellers’ behalf. All other documents to be executed in accordance with this Agreement will be executed by a duly authorized representative of each relevant Seller and will constitutes a legal, valid and binding obligation of each relevant Seller, enforceable against it in accordance with its terms. (d) Neither the entering into this Agreement, nor the performance by each Seller of its obligations hereunder, nor the consummation of the transactions contemplated herein (i) does or will conflict or violate any provision of its Organizational Documents, (ii) breaches, conflicts with, or results in the breach of, any material contract to which such Seller is party, or (iii) constitutes a breach by such Seller of any Law applicable to it.

Organization, Authority and Validity. 5.1.1 KM2P is a simplified share company (societe par actions simpliflee) duly organized and validly existing under the laws of France. The Purchaser has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. 5.1.2 The execution of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by the relevant corporate bodies of the Purchaser, and no other corporate action on the part of the Purchaser is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated herein. 5.1.3 This Agreement has been duly executed by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser in accordance with its terms

Organization, Authority and Validity. (a) The Seller, ▇▇▇▇▇▇ Development and the Company (i) are corporations, duly organized, validly existing and in good standing under the laws of the State of Israel, (ii) are duly qualified as a foreign corporation to do business, and are in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification necessary, and (iii) have all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted, (b) the execution and delivery by the Seller of this Agreement, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller, and no other corporate proceedings on the part of the Seller are necessary to authorize the execution and delivery of this Agreement, and (c) this Agreement has been duly executed and delivered by the Seller and by ▇▇▇▇▇▇, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Seller and of ▇▇▇▇▇▇, enforceable against each of them in accordance with its terms. True and correct copies of the Articles of Association and Memorandum of Association of the Company and ▇▇▇▇▇▇ Development have been delivered by the Seller to the Purchaser. Section 3.01 of the Disclosure Schedule sets forth a true and complete list of the jurisdictions in which the Company and ▇▇▇▇▇▇ Development are qualified or registered to do business as a corporation. Other than as set forth in Section 3.01(a) of the Disclosure Schedule, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, business name or other name, other than its corporate name as set forth in this Agreement. (b) Other than as set forth in Section 3.01(b)(i) of the Disclosure Schedule, and other than the ownership and management of the IP Rights owned by ▇▇▇▇▇▇ Development and the ownership of the shares of the Company, ▇▇▇▇▇▇ Development is not, and has not been, engaged in any other business and does not own any Assets and has no Liabilities. Other than as set forth in Section 3.01(b)(ii) of the Disclosure Schedule, ▇▇▇▇▇▇ Development has not eng...

Organization, Authority and Validity. (a) If such Seller is not an individual, such Seller is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of incorporation and has the power and authority to enter into this Agreement and to carry out its obligations hereunder. If such Seller is an individual, such Seller has full capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. (b) The execution of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by each of the Sellers, and no other action on the part of any of the Sellers is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated herein. (c) This Agreement has been duly executed by each of the Sellers and constitutes a legal, valid and binding obligation of each of the Sellers enforceable in accordance with its terms, except as the enforceability hereof may be subject to applicable bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally.

Organization, Authority and Validity. 6.2.1 NEWCO will be on the Closing Date a simplified share company (societe par actions simplifiee) duly organized and validly existing under the laws of France. The Purchaser has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. 6.2.2 The execution of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by the relevant corporate bodies of the Purchaser, and no other corporate action on the part of the Purchaser is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated herein. 6.2.3 This Agreement has been duly executed by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser in accordance with its terms.

Organization, Authority and Validity. (a) GTEIH is a limited company duly organized and validly existing under the laws of the Cayman Islands, is not the subject of any winding-up, bankruptcy or insolvency proceeding, controlled management, suspension of payments, composition procedures, concordat or any similar action or of any judgment of dissolution in any jurisdiction and is not insolvent. To the knowledge of GTEIH, no such action is pending or Threatened. GTLUX is a private limited liability company duly organized and validly existing under the laws of the Grand Duchy of Luxembourg, and is not the subject of any winding-up, bankruptcy or insolvency proceeding, controlled management, suspension of payments, composition procedures, concordat or any similar action or of any judgment of dissolution in any jurisdiction and is not insolvent. To the knowledge of GTLUX, no such action is pending or Threatened. (b) Each of the Vendors has the requisite corporate power, authority and capacity to execute and deliver this Agreement and the other agreements and instruments to be executed and delivered by it as contemplated herein and to perform its obligations hereunder and under all such other agreements and instruments to which it becomes subject. (c) The Vendors have taken all necessary corporate actions to authorize the execution, delivery and performance of this Agreement, including the transactions contemplated herein in accordance with the provisions of this Agreement. This Agreement has been duly executed and delivered by the Vendors and this Agreement constitutes and all other documents executed and delivered on behalf of the Vendors hereunder shall, when executed and delivered, constitute legal, valid and binding obligations of the Vendors in accordance with their respective terms and conditions subject to the qualifications that such enforceability may be subject to: (i) bankruptcy, insolvency, fraudulent preference, reorganization or other laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law). (d) There is no action, suit, investigation or proceeding ongoing or, to the knowledge of the Vendors, pending or Threatened against the Vendors before or by any governmental, administrative, judicial, regulatory authority, agency or body in each case which in any manner challenges or seeks to prevent, enjoin, alter, void or materially delay the transactions contem...

Organization, Authority and Validity. (a) The Purchaser is a Besloten Vennootschap duly organized and validly existing under the laws of the Netherlands, is not in a state of insolvency (en état de cessation des paiements), nor subject to any Bankruptcy Proceedings and no facts exist that would result in any such event occurring. The Purchaser has the full capacity, corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate of the transactions contemplated herein. (b) The execution of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by the competent corporate bodies of the Purchaser, and no other corporate action on the part of the Purchaser is necessary to authorize the execution of this Agreement or the consummation of the transactions contemplated herein. (c) This Agreement has been duly executed by the Purchaser and constitutes a legal, valid and binding obligation on the Purchaser, enforceable against it in accordance with its terms. The individual signatory executing this Agreement in its name and on its behalf is duly authorized to act on its behalf. All other documents to be executed in accordance with this Agreement will be executed by a duly authorized representative of the Purchaser and will constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.