Common use of Authority of Seller and Parent Clause in Contracts

Authority of Seller and Parent. Each of Seller, Parent and the Company has full corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby, and each of Seller and Parent has full corporate power and authority to enter into the other Transaction Documents to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller, Parent and the Company of this Agreement, the performance by Seller, Parent and the Company of their respective obligations hereunder and the consummation by Seller, Parent and the Company of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Seller, Parent and the Company. The execution and delivery by each of Seller and Parent of any other Transaction Document to which it is a party, the performance by each of Seller and Parent of its obligations thereunder and the consummation by each of Seller and Parent of the transactions contemplated thereby have been duly authorized by all requisite action on the part of each of Seller and Parent. No further corporate act or proceeding is necessary to authorize this Agreement or any other Transaction Document to which each of Seller and Parent is a party, the performance by Seller, Parent and the Company of their respective obligations hereunder, the performance by each of Seller and Parent of its obligations under any other Transaction Document to which it is a party, the consummation by Seller, Parent and the Company of the transactions contemplated hereby, and the consummation by each of Seller and Parent of the transactions contemplated by any other Transaction Document to which each of Seller and Parent is a party. This Agreement has been duly executed and delivered by Seller, Parent and the Company, and (assuming due authorization, execution and delivery by Buyer) constitutes a legal, valid and binding obligation of Seller, Parent and the Company, enforceable against Seller, Parent and the Company in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar applicable Laws of general applicability relating to or affecting creditors’ rights). Upon their execution and delivery by each of Seller and Parent at the Closing, (and assuming their due authorization, execution and delivery by Buyer), the other Transaction Documents to which each of Seller and Parent is a party shall constitute legal, valid and binding obligations of Seller enforceable against each of Seller and Parent in accordance with their respective terms (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar applicable Laws of general applicability relating to or affecting creditors’ rights).

Authority of Seller and Parent. Each Seller has all corporate power ------------------------------ and authority necessary to execute, deliver and perform this Agreement and all of Sellerthe Seller Ancillary Agreements. The execution, Parent delivery and performance of this Agreement and the Company has full corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby, and each of Seller and Parent has full corporate power and authority to enter into the other Transaction Documents to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery Ancillary Agreements by Seller, Parent and the Company of this Agreement, the performance by Seller, Parent and the Company of their respective obligations hereunder and the consummation by Seller, Parent and the Company of the transactions contemplated hereby Seller have been duly authorized by all requisite action on the part of Seller, Parent and the Company. The execution and delivery by each of Seller and Parent of any other Transaction Document to which it is a party, the performance by each of Seller and Parent of its obligations thereunder and the consummation by each of Seller and Parent of the transactions contemplated thereby have been duly authorized by all requisite action on the part of each of Seller and Parent. No further corporate act or proceeding is necessary to authorize this Agreement or any other Transaction Document to which each of Seller and Parent is a party, the performance approved by Seller, Parent 's board of directors and the Company of their respective obligations hereunder, the performance by each of Seller and Parent of its obligations under any other Transaction Document to which it is a party, the consummation by Seller, Parent and the Company of the transactions contemplated hereby, and the consummation by each of Seller and Parent of the transactions contemplated by any other Transaction Document to which each of Seller and Parent is a partystockholder. This Agreement has been duly authorized, executed and delivered by SellerSeller and is the legal, Parent valid and the Companybinding obligation of Seller enforceable in accordance with its terms, and (assuming due authorization, each of the Seller Ancillary Agreements has been duly authorized by Seller and upon execution and delivery by Buyer) constitutes Seller will be a legal, valid and binding obligation of Seller, Parent and the Company, Seller enforceable against Seller, Parent and the Company in accordance with its terms (subject to terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar applicable Laws laws of general applicability relating to or affecting the enforcement of creditors’ rights)' rights and by the effect of general principles of equity. Upon their execution Parent has all corporate power and authority necessary to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by each Parent have been duly authorized and approved by Parent's board of Seller directors and do not require any further authorization or consent of Parent at or its stockholders. This Agreement has been duly authorized, executed and delivered by Parent and is the Closing, (and assuming their due authorization, execution and delivery by Buyer), the other Transaction Documents to which each of Seller and Parent is a party shall constitute legal, valid and binding obligations obligation of Seller Parent enforceable against each of Seller and Parent in accordance with their respective terms its terms. Neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (subject a) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, in each case which would have a Material Adverse Effect, under (i) the Certificate of Incorporation or By-laws of Seller or Parent, (ii) any Assigned Agreement, (iii) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar applicable Laws of general applicability which Seller Group is a party relating to the Purchased Assets or to which any of the Purchased Assets is subject or by which Seller is bound relating to the Purchased Assets, (iv) any Court Order to which Seller Group is a party relating to the Purchased Assets or to which any of the Purchased Assets is subject or by which Seller or Parent is bound relating to the Purchased Assets, or (v) any Requirements of Laws affecting creditors’ rights).Seller, Parent or the Purchased Assets; or (b) except as contemplated herein (with respect to Patent Rights, Trademark and Copyright filings, UCC-3, and consents of the landlords at the Four Inventory Locations (except King of Prussia) and the counter parties to the assumed contracts and Open Purchase Orders) require the approval, consent, authorization or act of, or the making by Seller or the Division of any declaration, filing or registration with, any Person, and except for approvals, consents, authorizations or acts, the failure of which to be obtained or to do would not have a Material Adverse Effect on the Purchased Assets. For avoidance of doubt, the disclosure of consents to contracts listed in the Disclosure Schedule (other than with respect to contracts assumed by Buyer hereunder) shall not be deemed to limit Seller's obligations under Section 2.4. -----------

Authority of Seller and Parent. Each of Seller, Seller and Parent and the Company has full limited partnership or corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby, and each of Seller and Parent has full limited partnership or corporate power and authority to enter into the other Transaction Documents to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller, Seller and Parent and the Company of this Agreement, the performance by Seller, Seller and Parent and the Company of their respective obligations hereunder and the consummation by Seller, Seller and Parent and the Company of the transactions contemplated hereby have been duly authorized by all requisite limited partnership or corporate action on the part of Seller, Parent Seller and the CompanyParent. The execution and delivery by each of Seller and Parent of any other Transaction Document to which it is a party, the performance by each of Seller and Parent of its obligations thereunder and the consummation by each of Seller and Parent of the transactions contemplated thereby have been duly authorized by all requisite limited partnership or corporate action on the part of each of Seller and Parent. No further corporate act or proceeding is necessary to authorize this Agreement or any other Transaction Document to which each of Seller and Parent is a party, the performance by Seller, Parent and the Company of their respective obligations hereunder, the performance by each of Seller and Parent of its obligations under any other Transaction Document to which it is a party, the consummation by Seller, Parent and the Company of the transactions contemplated hereby, and the consummation by each of Seller and Parent of the transactions contemplated by any other Transaction Document to which each of Seller and Parent is a party. This Agreement has been duly executed and delivered by Seller, Parent Seller and the CompanyParent, and (assuming due authorization, execution and delivery by Buyer) constitutes a legal, valid and binding obligation of Seller, Parent Seller and the CompanyParent, enforceable against Seller, Seller and Parent and the Company in accordance with its terms (terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar applicable Laws of general applicability relating to or affecting creditors’ rights). Upon their execution and delivery by each of Seller and Parent at the Closing, (and assuming their due authorization, execution and delivery by BuyerBuyer and any other applicable party), the other Transaction Documents to which each of Seller and Parent is a party shall constitute legal, valid and binding obligations of Seller and Parent enforceable against each of Seller and Parent in accordance with their respective terms (terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar applicable Laws of general applicability relating to or affecting creditors’ rights).

Authority of Seller and Parent. Each (a) Seller has the limited liability company power and authority to execute and deliver this Agreement and the other agreements required to be executed and delivered by it hereunder (this Agreement and such other agreements being hereinafter called the "Seller Documents") and to carry out the transactions contemplated hereby and the entering into of the Seller Documents and the transactions contemplated therein have been duly authorized and approved. Once executed, the Seller Documents shall be valid and binding agreements of Seller, Parent enforceable against Seller in accordance with their respective terms. None of the execution, delivery or performance of any Seller Document, nor the consummation by the Seller of the transactions contemplated by any Seller Document, nor compliance with any of the provisions of any Seller Document will (i) violate, or result in the violation of, the certificate of formation, operating agreement or other organizational documents or any resolutions adopted by the member, board of managers or other governing body, as applicable, of Seller, (ii) violate any Law, in each case applicable to Seller, the Business or the Purchased Assets, or (iii) except as may be set forth on Schedule 4.2(a)(iii),with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default, or give rise to any termination or right of termination, or require any consent under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any Purchased Asset pursuant to, any contract, agreement or Permit to which Seller is a party or by which Seller or its assets may be bound or affected. (b) Subject to approval of this Agreement and the Company transactions contemplated thereby by a majority of the stockholders of Parent, Parent has full the corporate power and authority to enter into execute and deliver this Agreement, Agreement and the other agreements required to be executed and delivered by it hereunder (this Agreement and such other agreements being hereinafter called the "Parent Documents") and to carry out its obligations hereunder and to consummate the transactions contemplated hereby, and each of Seller and Parent has full corporate power and authority to enter into the other Transaction Documents to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller, Parent and the Company of this Agreement, the performance by Seller, Parent and the Company of their respective obligations hereunder and the consummation by Seller, Parent and the Company of the transactions contemplated hereby and the entering into of the Parent Documents and the transactions contemplated therein have been duly authorized by all requisite action on and approved. Once executed, the part Parent Documents shall be valid and binding agreements of SellerParent, enforceable against Parent and in accordance with their respective terms. None of the Company. The execution and execution, delivery by each of Seller and Parent or performance of any other Transaction Document to which it is a partyParent Document, the performance by each of Seller and Parent of its obligations thereunder and nor the consummation by each of Seller and Parent of the transactions contemplated thereby have been duly authorized by all requisite action on the part of each of Seller and Parent. No further corporate act or proceeding is necessary to authorize this Agreement or any other Transaction Document to which each of Seller and Parent is a party, the performance by Seller, Parent and the Company of their respective obligations hereunder, the performance by each of Seller and Parent of its obligations under any other Transaction Document to which it is a party, the consummation by Seller, Parent and the Company of the transactions contemplated hereby, and the consummation by each of Seller and Parent of the transactions contemplated by any Parent Document, nor compliance with any of the provisions of any Parent Document will (i) violate, or result in the violation of, the certificate of formation, operating agreement or other Transaction Document organizational documents or any resolutions adopted by the shareholders, board of directors or other governing body, as applicable, of Parent, (ii) violate any Law, in each case applicable to Parent, the Business or the Purchased Assets, or (iii) except as may be set forth on Schedule 4.2(b)(iii) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default, or give rise to any termination or right of termination, or require any consent under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any Purchased Asset pursuant to, any contract, agreement or Permit to which each of Seller and Parent is a party. This Agreement has been duly executed and delivered by Seller, Parent and the Company, and (assuming due authorization, execution and delivery by Buyer) constitutes a legal, valid and binding obligation of Seller, Parent and the Company, enforceable against Seller, Parent and the Company in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar applicable Laws of general applicability relating to or affecting creditors’ rights). Upon their execution and delivery by each of Seller and Parent at the Closing, (and assuming their due authorization, execution and delivery by Buyer), the other Transaction Documents to which each of Seller and Parent is a party shall constitute legal, valid and binding obligations of Seller enforceable against each of Seller and or by which Parent in accordance with their respective terms (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar applicable Laws of general applicability relating to its assets may be bound or affecting creditors’ rights)affected.