Common use of Authority of Seller Clause in Contracts

Authority of Seller. Seller has the requisite capacity to enter into this Agreement and the Ancillary Documents to which Seller is a party, to carry out his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document to which Seller is a party, the performance by Seller of his obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Authority of Seller. Seller has the requisite capacity full power and authority to enter into this Agreement and the Ancillary Documents to which Seller is a party, to carry out his its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document to which Seller is a party, the performance by Seller of his its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Authority of Seller. Seller has the requisite capacity full limited liability company power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller is a party, to carry out his its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary other Transaction Document to which Seller is a party, the performance by Seller of his its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. This Agreement and each other Transaction Document to which Seller is a party has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and each other Transaction Document to which Seller is a party constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, terms (except as such enforceability may be limited by applicable in the exercise of judicial discretion through the application of bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer or other similar applicable Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party theretorights), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Authority of Seller. Seller has the requisite capacity full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller is a party, to carry out his its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary other Transaction Document to which Seller it is a party, the performance by Seller of his its obligations hereunder and thereunder, thereunder and the consummation by Seller it of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party theretoBuyer or Buyer designee), such Ancillary Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority of Seller. Seller has the requisite capacity full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller is a party, to carry out his its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary other Transaction Document to which Seller is a party, the performance by Seller of his its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability enforcement may be limited by subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and the availability of equitable relief (the “Enforceability Exceptions”). When each Ancillary other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except for the Enforceability Exceptions.

Authority of Seller. Seller has the requisite capacity full general partnership power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller it is a party, to carry out his its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary other Transaction Document to which Seller it is a party, the performance by Seller it of his its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite general partnership action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller it in accordance with its terms, terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity). When each Ancillary other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its termsterms (except as such enforceability may be limited by bankruptcy, insolvency, or similar Laws affecting creditors’ rights generally and by general principles of equity). No subsidiary or other Affiliate of Seller owns, has any interest in, or has possession of, any of the Purchased Assets.

Authority of Seller. Seller has the requisite capacity full power and authority to enter into this Agreement and the Ancillary Documents to which Seller is a party, to carry out his its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document to which Seller is a party, the performance by Seller of his its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.. ​ ​

Authority of Seller. Seller has the requisite capacity all necessary individual or corporate power and authority (as applicable) to enter into this Agreement and the Ancillary Documents each other transaction document to which Seller is a party, to carry out his its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Parrot is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation. The execution and delivery by Seller of this Agreement and any Ancillary Document each other transaction document to which Seller is a party, the performance by Seller of his its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite individual or corporate action (as applicable) on the part of Seller. This Agreement has and each other transaction document to which Seller is a party have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyerthe other parties to this Agreement) this Agreement constitutes and each other transaction document to which Seller is a party constitute legal, valid and binding obligation obligations of Seller Seller, enforceable against Seller in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Seller generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party theretoin equity), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Authority of Seller. Seller has the requisite capacity full power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller it is a party, to carry out his its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document other Transaction Documents to which Seller is a party, the performance by Seller of his its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by BuyerPurchaser) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvencyfraudulent conveyance, reorganization or other moratorium and similar Laws affecting the enforcement of creditors’ remedies and rights generally. When each Ancillary other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, fraudulent conveyance, moratorium and similar Laws affecting creditors’ remedies and rights generally.

Authority of Seller. Seller has the requisite capacity full power and authority to enter into this Agreement and the Ancillary Documents to which Seller is a party, to carry out his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document to which Seller is a party, the performance by Seller of his obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. This Agreement has and the Ancillary Documents have been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyerthe Buyer Parties) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document , and (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which Seller is or will any proceeding thereof may be a party has been duly executed and delivered by Seller brought (assuming due authorizationcollectively, execution and delivery by each other party theretothe “Enforceability Exceptions”), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Authority of Seller. Seller has the requisite capacity to enter into this Agreement and the Ancillary Documents to which Seller is a party, to carry out his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document to which Seller is a party, the performance by Seller of his obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.. ​

Authority of Seller. Seller has the requisite capacity full limited liability company power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller is a party, to carry out his its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary other Transaction Document to which Seller is a party, the performance by Seller of his its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization or other reorganization, moratorium and similar Laws laws affecting the enforcement of creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). When each Ancillary other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.