Common use of Authority; Enforceability; No Violation; Etc Clause in Contracts

Authority; Enforceability; No Violation; Etc. The Seller has the requisite corporate power and authority to execute this Agreement and each Ancillary Agreement to which the Seller is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Seller, and the execution and delivery by the Seller of each Ancillary Agreement to which the Seller is, or is specified to be, a party, and the consummation by the Seller of the transactions contemplated thereby, will be duly authorized by all necessary corporate action on the part of the Seller prior to the Closing. The Seller has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.

Authority; Enforceability; No Violation; Etc. The Such Seller has the requisite corporate all power and authority or, with respect to individuals, the capacity, to execute this Agreement and each Ancillary Agreement of the Related Documents to which the such Seller is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the such Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (corporate action or otherwise) on the part of the such Seller, and the execution and delivery by the such Seller of each Ancillary Agreement of the Related Documents to which the such Seller is, or is specified to be, a party, and the consummation by the such Seller of the transactions contemplated thereby, will be duly authorized by all necessary action (corporate action or otherwise) on the part of the such Seller prior to the Closing. The Such Seller has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each Ancillary Agreement Related Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement Related Document to which it is, or is specified to be, a party will after the Closing constitute, a legal, valid and binding obligation of the such Seller, enforceable against the such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.

Authority; Enforceability; No Violation; Etc. The Such Seller has the requisite corporate all power and authority or, with respect to individuals, the capacity, to Table of Contents execute this Agreement and each Ancillary Agreement of the Related Documents to which the such Seller is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the such Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (corporate action or otherwise) on the part of the such Seller, and the execution and delivery by the such Seller of each Ancillary Agreement of the Related Documents to which the such Seller is, or is specified to be, a party, and the consummation by the such Seller of the transactions contemplated thereby, will be duly authorized by all necessary action (corporate action or otherwise) on the part of the such Seller prior to the Closing. The Such Seller has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each Ancillary Agreement Related Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement Related Document to which it is, or is specified to be, a party will after the Closing constitute, a legal, valid and binding obligation of the such Seller, enforceable against the such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.