Common use of Organization, Standing and Authority Clause in Contracts

Organization, Standing and Authority. Each such Rollover Holder that is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Holder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover Holder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Holder and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover Holder, enforceable against such Rollover Holder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Holder is married, and any of the Rollover Shares of such Rollover Holder constitutes community property or otherwise needs spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Holder’s spouse and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover Holder’s spouse, enforceable against such Rollover Holder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Organization, Standing and Authority. Each such Rollover Holder that Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Holder Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover HolderStockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Holder Stockholder and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover HolderStockholder, enforceable against such Rollover Holder Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Holder Stockholder is married, and any of the Rollover Shares of such Rollover Holder constitutes Stockholder constitute community property or otherwise needs need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover HolderStockholder’s spouse and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover HolderStockholder’s spouse, enforceable against such Rollover HolderStockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Organization, Standing and Authority. Each such Rollover Holder that is an entity is duly organizedShareholder has full legal right, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power power, capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Holder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and Agreement, to perform such Rollover HolderShareholder’s obligations hereunderhereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Rollover Holder and, assuming Shareholder. Assuming due authorization, execution and delivery by Parent and HoldcoParent, this Agreement constitutes a legal, valid and binding obligation of such Rollover HolderShareholder, enforceable against such Rollover Holder Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If such Rollover Holder Shareholder is married, and any of the Rollover Shares of such Rollover Holder constitutes Shareholder’s Owned Shares constitute community property or otherwise needs need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover HolderShareholder’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover HolderShareholder’s spouse, enforceable against such Rollover HolderShareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).

Organization, Standing and Authority. Each such Such Rollover Holder that is Holder, if an entity entity, is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Holder who is Holder, if a natural Person person, has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover Holder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Holder and, assuming due authorization, execution and delivery by Parent and HoldcoPurchaser, constitutes a legal, valid and binding obligation of such Rollover Holder, enforceable against such Rollover Holder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Holder is married, and any of the Rollover Shares of such Rollover Holder constitutes constitute community property or otherwise needs need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Holder’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover Holder’s spouse, enforceable against such Rollover Holder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Organization, Standing and Authority. Each such Rollover Holder that Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Holder Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover HolderStockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Holder Stockholder and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover HolderStockholder, enforceable against such Rollover Holder Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If such Rollover Holder Stockholder is married, and any of the Rollover Shares of such Rollover Holder constitutes Stockholder constitute community property or otherwise needs need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover HolderStockholder’s spouse and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover HolderStockholder’s spouse, enforceable against such Rollover HolderStockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).

Organization, Standing and Authority. Each such Such Rollover Holder that is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Holder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover HolderPerson’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Holder Person and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover HolderPerson, enforceable against such Rollover Holder Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If such Rollover Holder Person is married, and any of the Rollover Shares or Rollover Options of such Rollover Holder constitutes Person constitute community property or otherwise needs need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover HolderPerson’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover HolderPerson’s spouse, enforceable against such Rollover HolderPerson’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).

Organization, Standing and Authority. Each such Rollover Holder that Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Holder Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover HolderStockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Holder Stockholder and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover HolderStockholder, enforceable against such Rollover Holder Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Holder Stockholder is married, and any of the Rollover Shares of such Rollover Holder constitutes Stockholder constitute community property or otherwise needs need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover HolderStockholder’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover HolderStockholder’s spouse, enforceable against such Rollover HolderStockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Organization, Standing and Authority. Each such Rollover Holder that is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and Shareholder has all requisite power and authority to execute and deliver this Agreement and to perform its his or her obligations hereunder; each , with no limitations, qualifications or restrictions on such Rollover Holder who is a natural Person has full legal power power, subject to applicable securities laws and capacity to execute and deliver the terms of this Agreement and to perform such Rollover Holder’s obligations hereunderAgreement. This Agreement has been duly and validly executed and delivered by such Rollover Holder Shareholder and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover HolderShareholder, enforceable against such Rollover Holder Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Holder Shareholder is married, and any of the Rollover Shares of such Rollover Holder constitutes Shareholder constitute community property or common property or otherwise needs need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover HolderShareholder’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover HolderShareholder’s spouse, enforceable against such Rollover HolderShareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Organization, Standing and Authority. Each such Rollover Holder that is an entity is duly organizedShareholder has full legal right, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power power, capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Holder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and Agreement, to perform such Rollover HolderShareholder’s obligations hereunderhereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Rollover Holder and, assuming Shareholder. Assuming due authorization, execution and delivery by Parent and HoldcoParent, this Agreement constitutes a legal, valid and binding obligation of such Rollover HolderShareholder, enforceable against such Rollover Holder Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If such Rollover Holder Shareholder is married, and any of the such Rollover Shareholder’s Rollover Shares of such Rollover Holder constitutes constitute community property or otherwise needs need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover HolderShareholder’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover HolderShareholder’s spouse, enforceable against such Rollover HolderShareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).

Organization, Standing and Authority. Each such Rollover Holder that Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each . Each such Rollover Holder Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover HolderStockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Holder Stockholder and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover HolderStockholder, enforceable against such Rollover Holder Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If such Rollover Holder Stockholder is married, and any of the Rollover Shares of such Rollover Holder constitutes Stockholder constitute community property or otherwise needs need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover HolderStockholder’s spouse and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover HolderStockholder’s spouse, enforceable against such Rollover HolderStockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).

Organization, Standing and Authority. Each such Rollover Holder that is an entity is duly organized, validly existing The Founder and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Holder who is a natural Person Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform the Founder’s or such Rollover HolderShareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by the Founder or such Rollover Holder Shareholder and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of the Founder or such Rollover HolderShareholder, as applicable, enforceable against the Founder or such Rollover Holder Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If the Founder or such Rollover Holder Shareholder is married, and any of the Founder Shares or Rollover Shares of such Rollover Holder constitutes Shareholder, as applicable, constitute community property or otherwise needs need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by the Founder’s or such Rollover HolderShareholder’s spouse spouse, as applicable, and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of the Founder’s or such Rollover HolderShareholder’s spouse, as applicable, enforceable against the Founder’s or such Rollover HolderShareholder’s spouse spouse, as applicable, in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).

Organization, Standing and Authority. Each such Rollover Holder that is an entity is duly organizedShareholder has full legal right, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power power, capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Holder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and Agreement, to perform such Rollover HolderShareholder’s obligations hereunderhereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Rollover Holder and, assuming Shareholder. Assuming due authorization, execution and delivery by Parent and HoldcoParent, this Agreement constitutes a legal, valid and binding obligation of such Rollover HolderShareholder, enforceable against such Rollover Holder Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If such Rollover Holder Shareholder is married, and any of the Rollover Shares of such Rollover Holder constitutes Shareholder’s Owned Shares and Share Awards constitute community property or otherwise needs need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover HolderShareholder’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover HolderShareholder’s spouse, enforceable against such Rollover HolderShareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).

Organization, Standing and Authority. Each such Rollover Holder that is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Holder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover Holder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Holder and, assuming due authorization, execution and delivery by Parent Parent, Holdco and Holdcothe Company, constitutes a legal, valid and binding obligation of such Rollover Holder, enforceable against such Rollover Holder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Holder is married, and any of the Rollover Shares of such Rollover Holder constitutes constitute community property or otherwise needs need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Holder’s spouse and, assuming due authorization, execution and delivery by Parent Parent, Holdco and Holdcothe Company, constitutes a legal, valid and binding obligation of such Rollover Holder’s spouse, enforceable against such Rollover Holder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).