Common use of Authority and Status Clause in Contracts

Authority and Status. The Seller has the corporate capacity and authority to execute and deliver this Agreement, to perform hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller of this Agreement and each and every agreement, document, and instrument provided for herein have been duly authorized and approved by the Directors of Seller and this Agreement has been duly executed and delivered by the Seller. This Agreement and each and every agreement, document, and instrument to be executed, delivered and performed by the Seller in connection herewith constitute or will, when executed and delivered, constitute the valid and legally binding obligations of the Seller, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable general equitable principles (whether considered in a proceeding in equity or at law) or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally.

Authority and Status. The Seller Purchaser has the corporate capacity and authority to execute and deliver this Agreement, to perform hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller Purchaser of this Agreement and each and every agreement, document, and instrument provided for herein have been duly authorized and approved by the its Board of Directors of Seller and this Agreement has been duly executed and delivered by the SellerPurchaser. This Agreement and each and every other agreement, document, and instrument to be executed, delivered and performed by the Seller Purchaser in connection herewith constitute or will, when executed and delivered, constitute the valid and legally binding obligations of the SellerPurchaser, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable general equitable principles (whether considered in a proceeding in equity or at law) or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally.

Authority and Status. The Seller Keebler has the corporate capacity and authority to execute and deliver this Agreement, to perform hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller Keebler of this Agreement and each and every agreement, document, and instrument provided for herein have been duly authorized and approved by the its Board of Directors of Seller and this Agreement has been duly executed and delivered by the SellerKeebler. This Agreement and each and every other agreement, document, and instrument to be executed, delivered and performed by the Seller Keebler in connection herewith constitute or will, when executed and delivered, constitute the valid and legally binding obligations of the SellerKeebler, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable general equitable principles (whether considered in a proceeding in equity or at law) or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally.

Authority and Status. The Each of Shareholder and Seller has the corporate capacity and authority to execute and deliver this Agreement, to perform hereunder, and to consummate the transactions contemplated herebyhereby without the necessity of any act or consent of any other person whomsoever. The execution, delivery and performance by the Seller and Shareholder of this Agreement and each and every agreement, document, document and instrument provided for herein have been duly authorized and approved by the Board of Directors of Seller and this Agreement has been duly executed and delivered by the SellerShareholder. This Agreement and each and every agreement, document, document and instrument to be executed, delivered and performed by the Seller or Shareholder in connection herewith herewith, constitute or will, when executed and delivered, constitute the valid and legally binding obligations of Seller and Shareholder, as the Sellercase may be, enforceable against it each of them in accordance with their respective terms, except as enforceability may be limited by applicable general equitable principles (whether considered in a proceeding in equity or at law) or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally. Attached hereto as Exhibit 3.2 are true, correct and complete copies of the Articles of Incorporation and Bylaws of Seller.