Common use of Authority of Seller; Conflicts Clause in Contracts

Authority of Seller; Conflicts. (a) Seller has the power and authority to execute and deliver this Agreement and each of the Seller Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Seller Ancillary Agreements by Seller and the performance of Seller's obligations hereunder and thereunder have been duly authorized and approved by Seller's board of directors and do not require any further authorization or consent of Seller or its stockholders. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization and due execution and delivery of this Agreement by Buyer) is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the other party or parties thereto) a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles (regardless of whether in equity or at law).

Authority of Seller; Conflicts. (a) Seller has the corporate power and corporate authority to execute execute, deliver and deliver perform this Agreement and each of the Seller Ancillary Agreements and to perform its obligations hereunder and thereunderAgreements. The execution execution, delivery and delivery performance of this Agreement and the Seller Ancillary Agreements by Seller and the performance of Seller's obligations hereunder and thereunder have been duly authorized and approved by Seller's ’s board of directors and do not require any further authorization or consent of Seller or its stockholders. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization and due authorization, execution and delivery of this Agreement by Buyer) is the legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Agreements has been duly authorized by Seller and upon execution and delivery by Seller will shall be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the other party or parties thereto) a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, subject, in the case of this Agreement and each case subject of the Seller Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws Laws of general application relating to or affecting creditors' ’ rights and to general equity principles (regardless of whether in equity or at law)principles.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and authority to execute and deliver enter into this Agreement and each of to consummate the Seller Ancillary Agreements and to perform its obligations hereunder and thereundertransactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements by Seller and the performance of Seller's obligations hereunder and thereunder have has been duly authorized and approved by Seller's board . No vote of directors and do not require any further authorization or consent the shareholders of Seller is required to approve this Agreement or its stockholdersto consummate the transactions contemplated hereby under any Requirements of Law. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization and due authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) is constitutes the legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the and any other party or parties thereto) a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, subject, in the case of this Agreement and each case subject of the Seller Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights generally and to general equity principles (regardless of whether in equity or at law)principles.

Authority of Seller; Conflicts. (a) Seller has the corporate ------------------------------ power and corporate authority to execute execute, deliver and deliver perform this Agreement and each of the Seller Ancillary Agreements and to perform its obligations hereunder consummate the sale of the Shares and thereunderthe consummation of any of the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the Seller Ancillary Agreements by Seller and the performance of Seller's obligations hereunder and thereunder have been duly authorized and approved by Seller's board of directors and do does not require any further authorization or consent of Seller or its stockholders. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization and due authorization, execution and delivery of this Agreement by Buyer) is the legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Agreements has been duly authorized by Seller and upon execution and delivery by Seller Seller, will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the each other party or parties thereto) a the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles (regardless of whether in equity or at law)principles.

Authority of Seller; Conflicts. (a) Seller has the all requisite corporate power and authority to execute and deliver enter into this Agreement and each of to consummate the Seller Ancillary Agreements and to perform its obligations hereunder and thereundertransactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller (no stockholder approval being required), and each of the Seller Ancillary Agreements by Seller and the performance of Seller's obligations hereunder and thereunder have has been duly authorized and approved by Seller's board of directors and do not require any further authorization or consent of Seller or its stockholders. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization and due authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) is constitutes the legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the and any other party or parties thereto) a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, subject, in the case of this Agreement and each case subject of the Seller Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles (regardless of whether in equity or at law)principles.

Authority of Seller; Conflicts. (a) Seller has the all requisite corporate power and authority to execute and deliver enter into this Agreement and each of to consummate the Seller Ancillary Agreements and to perform its obligations hereunder and thereundertransactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller (no stockholder approval being required), and each of the Seller Ancillary Agreements by Seller and the performance of Seller's obligations hereunder and thereunder have has been duly authorized and approved by Seller's board of directors and do not require any further authorization or consent of Seller or its stockholders. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization and due authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) is constitutes the legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the and any other party or parties thereto) a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, subject, in the case of this Agreement and each case subject of the Seller Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles (regardless of whether in equity or at law)principles.

Authority of Seller; Conflicts. (a) Each Seller has the corporate power and corporate authority to execute execute, deliver and deliver perform this Agreement and each of the Seller Ancillary Agreements and to perform its obligations hereunder and thereunderwhich it is a party. The execution execution, delivery and delivery performance of this Agreement and the Seller Ancillary Agreements by each Seller and the performance of Seller's obligations hereunder and thereunder have been duly authorized and approved by Seller's board of directors such Seller and do not require any further authorization or consent of such Seller or its stockholders. This Agreement has been duly authorized, executed and delivered by each Seller and (assuming the valid authorization and due authorization, execution and delivery of this Agreement by Buyer) is the legal, valid and binding obligation of Seller, such Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Agreements has been duly authorized by each Seller and upon execution and delivery by such Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the other party or parties thereto) a legal, valid and binding obligation of Seller, such Seller enforceable against Seller in accordance with its terms, subject, in the case of the Agreement and each case subject of the Seller Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles (regardless of whether in equity or at law)principles.

Authority of Seller; Conflicts. (a) Seller has the full limited liability company power and limited liability company authority to execute execute, deliver and deliver perform this Agreement and each of the Seller Ancillary Agreements and to perform its obligations hereunder and thereunderAgreements. The execution execution, delivery and delivery performance of this Agreement and the Seller Ancillary Agreements by Seller and the performance of Seller's obligations hereunder and thereunder have been fully and duly authorized and approved by Seller's board of directors ’s managers and do not require any further authorization or consent of Seller or its stockholdersmembers. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization and due authorization, execution and delivery of this Agreement by Buyer) is the legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary AgreementsAgreements has been duly authorized by Seller and, upon execution and delivery by Seller Seller, will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the other party or parties thereto) a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, subject, in the case of this Agreement and each case subject of the Seller Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles (regardless of whether in equity or at law)principles.

Authority of Seller; Conflicts. (a) Seller has the all requisite corporate power and authority to execute and deliver enter into this Agreement and each of the Seller Ancillary Agreements and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution and delivery of this Agreement and the Seller Ancillary Agreements by Seller and the performance consummation by Seller of Seller's obligations hereunder the transactions contemplated hereby and thereunder thereby have been duly authorized and approved by Seller's board of directors and do not require any further authorization or consent all necessary corporate action on the part of Seller or its stockholders(no stockholder approval being required). This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization and due authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) is constitutes the legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the and any other party or parties thereto) a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, subject, in the case of this Agreement and each case subject of the Seller Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles (regardless of whether in equity or at law)principles.

Authority of Seller; Conflicts. (a) Each ------------------------------ Seller has the corporate power and corporate authority to execute execute, deliver and deliver perform this Agreement and each of the Seller Ancillary Agreements and to perform its obligations hereunder and thereunderwhich it is a party. The execution execution, delivery and delivery performance of this Agreement and the Seller Ancillary Agreements by each Seller and the performance of Seller's obligations hereunder and thereunder have been duly authorized and approved by Seller's board of directors such Seller and do not require any further authorization or consent of such Seller or its stockholders. This Agreement has been duly authorized, executed and delivered by each Seller and (assuming the valid authorization and due authorization, execution and delivery of this Agreement by Buyer) is the legal, valid and binding obligation of Seller, such Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Agreements has been duly authorized by each Seller and upon execution and delivery by such Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the other party or parties thereto) a legal, valid and binding obligation of Seller, such Seller enforceable against Seller in accordance with its terms, subject, in the case of the Agreement and each case subject of the Seller Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles (regardless of whether in equity or at law)principles.

Authority of Seller; Conflicts. (a) Seller has the limited liability company power and authority to execute execute, deliver and deliver perform this Agreement and each of the Seller Ancillary Agreements and to perform its obligations hereunder and thereunderwhich it is a party. The execution execution, delivery and delivery performance of this Agreement and the Seller Ancillary Agreements by Seller and the performance of Seller's obligations hereunder and thereunder have been duly authorized and approved by Seller's board of directors ’s manager and do not require any further authorization or consent of Seller or its stockholdersequityholders. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization and due authorization, execution and delivery of this Agreement by Buyer) is the legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Agreements has been duly authorized by Seller and upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the other party or parties thereto) a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms. The execution, delivery and performance of the Trademark License Agreement and the Spray Agreement by each of the parties thereto have been duly authorized and approved by all requisite partnership or limited liability company action and constitute the legal, valid and binding obligations of the parties thereto enforceable in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles (regardless of whether in equity or at law)accordance with their terms.