Authority and Authorization Conflicts Consents. (a) The execution, delivery and performance by Buyer of this Agreement and each Ancillary Document to which it is a party have been duly authorized and approved by all necessary limited liability company action with respect Buyer, and each such authorization and approval remains in full force and effect. Assuming due authorization, execution and delivery by Seller of this Agreement and each Ancillary Document to which it is a party, this Agreement is, and each Ancillary Document to which Buyer is a party at Closing will be, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent enforceability may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or similar other Applicable Law affecting creditors' rights generally and principles governing the availability of equitable remedies. Buyer has all requisite limited liability company power and authority to enter into this Agreement and each Ancillary Document to be executed and delivered by it and to consummate the transactions contemplated herein and therein.
Authority and Authorization Conflicts Consents
