Common use of Organization; Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder has full power and authority to execute and deliver this Agreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Stockholder of this Agreement, the performance by it or him of its or his obligations hereunder and the consummation by it or him of the transactions contemplated hereby have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it or him of this Agreement, the performance by it or him of its or his obligations hereunder or the consummation by it or him of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against it or him in accordance with its terms.

Organization; Authorization; Validity of Agreement; Necessary Action. Each Shareholder that is not an individual is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The execution and delivery by such Shareholder of this Agreement and the performance by such Shareholder of its obligations hereunder have been duly and validly authorized by such Shareholder and no other actions or proceedings on the part of such Shareholder or any beneficiary thereof are necessary to authorize the execution and delivery by it of this Agreement or the performance by such Shareholder of its obligations hereunder. Such Stockholder Shareholder has full the requisite power and authority to execute and deliver this Agreement, to perform such Stockholder’s its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Stockholder of this Agreement, the performance by it or him of its or his obligations hereunder and the consummation by it or him of the transactions contemplated hereby have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it or him of this Agreement, the performance by it or him of its or his obligations hereunder or the consummation by it or him of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder Shareholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties heretoparties, constitutes a legal, valid and binding obligation of such StockholderShareholder, enforceable against him, her or it or him in accordance with its terms.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Stockholder has full the requisite power and authority to execute and deliver this Agreement, to perform such Stockholder’s its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery by such Stockholder of this Agreement, the performance by it or him of its or his obligations hereunder and the consummation by it or him of the transactions contemplated hereby by this Agreement have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it or him of this Agreement, the performance by it or him of its or his obligations hereunder or the consummation by it or him of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation agreement of such Stockholder, Stockholder enforceable against it or him in accordance with its terms, subject to the Enforceability Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Stockholder has full power and authority to execute and deliver this Agreement, to perform such Stockholder’s its obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by such Stockholder of this Agreement, the performance by it or him of its or his obligations hereunder Agreement and the consummation by it or him of the transactions contemplated hereby have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder or any stockholder thereof general or limited partner therein are necessary to authorize the execution and delivery by it or him of this Agreement, the performance by it or him of its or his obligations hereunder or Agreement and the consummation by it or him of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties heretoBank, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against it or him in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Stockholder has full the requisite power and authority to execute and deliver this Agreement, to perform such Stockholder’s its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery by such Stockholder of this Agreement, the performance by it or him of its or his obligations hereunder and the consummation by it or him of the transactions contemplated hereby by this Agreement have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it or him of this Agreement, the performance by it or him of its or his obligations hereunder or the consummation by it or him of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, and assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation agreement of such Stockholder, Stockholder enforceable against it or him in accordance with its terms, subject to the Enforceability Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Stockholder has full the requisite power and authority to execute and deliver this Agreement, to perform such Stockholder’s its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery by such Stockholder of this Agreement, the performance by it or him of its or his obligations hereunder and the consummation by it or him of the transactions contemplated hereby by this Agreement have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it or him of this Agreement, the performance by it or him of its or his obligations hereunder or the consummation by it or him of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation agreement of such Stockholder, Stockholder enforceable against it or him in accordance with its terms, subject to the Equitable Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder Shareholder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Shareholder has full the requisite power and authority to execute and deliver this Agreement, to perform such Stockholder’s its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery by such Stockholder Shareholder of this Agreement, the performance by it or him of its or his obligations hereunder and the consummation by it or him of the transactions contemplated hereby by this Agreement have been duly and validly authorized by such Stockholder Shareholder and no other actions or proceedings on the part of such Stockholder or any stockholder thereof Shareholder are necessary to authorize the execution and delivery by it or him of this Agreement, the performance by it or him of its or his obligations hereunder or the consummation by it or him of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by such Stockholder Shareholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation agreement of such Stockholder, Shareholder enforceable against it or him in accordance with its terms, subject to the Equitable Exceptions.

Organization; Authorization; Validity of Agreement; Necessary Action. Such The Stockholder has full power and authority to execute and deliver this Agreement, to perform such the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such the Stockholder of this Agreement, the performance by it or him of its or his obligations hereunder and the consummation by it or him of the transactions contemplated hereby have been duly and validly authorized by such the Stockholder and no other actions or proceedings on the part of such the Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it or him of this Agreement, the performance by it or him of its or his obligations hereunder or the consummation by it or him of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of such the Stockholder, enforceable against it or him in accordance with its terms.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder Shareholder has full the requisite power and authority (or, if an individual, capacity) to execute and deliver this Agreement, to perform such Stockholder’s carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Stockholder Shareholder of this Agreement, the performance by it or him of its or his the obligations hereunder and the consummation by it or him of the transactions contemplated hereby have (if Shareholder is an entity) been duly and validly authorized by such Stockholder Shareholder, and no other actions or proceedings on the part of such Stockholder or any stockholder thereof Shareholder are necessary to authorize the execution and delivery by it or him of this Agreement, the performance by it or him such Shareholder of its or his obligations hereunder or the consummation by it or him of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder Shareholder and, assuming the due authorization (as applicable), execution and delivery of this Agreement constitutes a valid by Partners and binding obligation of the other parties heretoShareholders, constitutes a legal, valid and binding obligation agreement of such StockholderShareholder, enforceable against it or him such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder Shareholder is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization. Such Shareholder has full the requisite power and authority to execute and deliver this Agreement, to perform such Stockholder’s its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery by such Stockholder Shareholder of this Agreement, the performance by it or him of its or his obligations hereunder and the consummation by it or him of the transactions contemplated hereby by this Agreement have been duly and validly authorized by such Stockholder Shareholder and no other actions or proceedings on the part of such Stockholder Shareholder or any stockholder shareholder or equity holder thereof or any other Person are necessary to authorize the execution and delivery by it or him of this Agreement, the performance by it or him of its or his obligations hereunder or the consummation by it or him of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by such Stockholder Shareholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation agreement of such StockholderShareholder, enforceable against it or him such Shareholder in accordance with its terms, subject to the Equitable Exceptions.