Common use of Authority of Seller Clause in Contracts

Authority of Seller. Seller has all necessary power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and consummation by Seller of the transactions contemplated hereby 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 bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each 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 party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Seller has all necessary full corporate power and authority to enter into execute, deliver, and perform this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party and has taken all corporate action required by Law and its organizational documents to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, subject to obtaining approval of the shareholders of Seller. This Agreement and the Ancillary Agreements to which Seller is a party, party and all instruments and documents required to carry out its obligations hereunder be executed and to consummate the transactions contemplated hereby. The execution and delivery delivered by Seller of pursuant to this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby by this Agreement and the Ancillary Agreements have been duly and validly authorized by all requisite the board of directors of Seller, and, except for Seller obtaining approval of its stockholders, no other corporate action proceedings on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) Seller or Subsidiary are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which Seller is a party constitutes a legal, valid and binding obligation agreement of Seller, Seller enforceable against Seller in accordance with its terms, subject to Seller obtaining approval of its stockholders (except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, bank moratorium or similar Laws laws affecting creditors’ ' rights generally and by laws restricting the availability of equitable remedies and may be subject to general principles of equity (regardless of whether enforcement or not such enforceability is sought considered in a proceeding at law or in equity). When each 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 party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law Law or in equity).

Authority of Seller. Seller has and its Affiliates have all necessary corporate and other power and authority to enter into this Agreement and the other Transaction Documents to which Seller and/or such Affiliate is a party, to carry out its their respective obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Seller and its Affiliates of this Agreement and any other Transaction Document to which Seller and/or such Affiliate is a party, the performance by Seller and its Affiliates of its their respective obligations hereunder and thereunder and the consummation by Seller and its Affiliates of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other action on the part of SellerSeller and its Affiliates. 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 bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When At the Closing, each other Transaction Document to which Seller is or will be a party has shall have been duly executed and delivered by Seller and its Affiliates, as applicable, and (assuming due authorization, execution and delivery by Buyer) each party thereto), such Transaction Document will shall constitute a legal legal, valid and binding obligation of Seller and/or such Affiliate, enforceable against it Seller and/or such Affiliate in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Seller has all necessary entity power and authority to enter into this Agreement and the other Transaction Documents to which Seller is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is or will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate entity action on the part of SellerSeller and, if required, its equity owners. 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 bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each 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 Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

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

Authority of Seller. Seller has all necessary full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and 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, Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, or similar Laws other laws of general application related to or affecting creditors’ the enforcement of creditor's rights generally and or as limited by general principles laws relating to the availability of equity (regardless of whether enforcement is sought in a proceeding at law specific performance, injunctive relief, or in equity)other equitable remedies. When each 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 Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, or similar Laws other laws of general application related to or affecting creditors’ the enforcement of creditor's rights generally and or as limited by general principles laws relating to the availability of equity (regardless of whether enforcement is sought in a proceeding at law specific performance, injunctive relief, or in equity)other equitable remedies.

Authority of Seller. Each Seller has all necessary company power and authority to enter into this Agreement and the other Transaction Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby; provided, however, that the foregoing shall be subject to entry of the Shareholder Approval Order. The execution and delivery by each Seller of this Agreement and any other Transaction Document to which such Seller is a party, the performance by each Seller of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate company action on the part of each Seller; provided, however, that the foregoing shall be subject to entry of the Shareholder Approval Order. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which such Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Seller has all necessary limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby (including the power and authority to cause its Subsidiaries to take the actions contemplated under this Agreement). The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate entity 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 bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding Proceeding at law or in equity). When each 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 Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding Proceeding at law or in equity).

Authority of Seller. Seller has Seiledias all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its I· obligations hereunder and thereunder and to consummate the transactions contemplated herebytransactions1contemplated h teby and . thereby. The execution and delivery deEvery by Seller of this Agreement and any other Transaction Document Transacti9n I)ocument to which Seller is a party, the the,performance by Seller SxXxx of its obligations hereunder and ther under ai:id 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 BuyerBxxxx) this Agreement Agreeni.ent constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its termstenns, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each 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 Bxxxx and each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Seller has all necessary power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and consummation by Seller of the transactions contemplated hereby 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 bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each 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 party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).. Asset Purchase Agreement 7/15/13

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

Authority of Seller. Seller has and Owners have all necessary power powers and authority to enter into this Agreement and the other Transaction Documents to which Seller is they are a party, to carry out its their respective obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Seller and Owners of this Agreement and any other Transaction Document to which Seller is they are a party, the performance by Seller and Owners of its their respective obligations hereunder and thereunder and the consummation by Seller and Owners of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Selleraction. This Agreement has been duly executed and delivered by SellerSeller and Owners, and (assuming due authorization, execution and delivery by Parent and Buyer) this Agreement constitutes a legal, valid and binding obligation of SellerSeller and Owners, enforceable against Seller and Owners in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller or an Owner is or will be a party has been duly executed and delivered by Seller or such Owner (assuming due authorization, execution and delivery by Parent and Buyer and each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller or such Owner enforceable against it Seller or such Owner in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Seller has all necessary entity power and authority to enter into this Agreement and the other Transaction Documents to which Seller is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is or will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate entity action on the part of SellerSeller and, if required, its equity owners. 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 bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each 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 Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Subject to the approval of the Bankruptcy Court, including the entry of the Sale Order by the Bankruptcy Court: (a) Seller has all necessary full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. hereby and thereby. (b) The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and 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. . (c) 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, Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws laws affecting creditors’ rights generally and by remedies generally, and subject, as to enforceability, to general principles of equity 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). . (d) When each 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 Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws laws affecting creditors’ rights generally and by remedies generally, and subject, as to enforceability, to general principles of equity 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).

Authority of Seller. Seller has all necessary full corporate power and authority to enter into this Agreement and the other Transaction Ancillary Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and 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 SellerSeller and the University. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyerthe parties hereunder) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such to the extent that the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws or Educational Laws from time to time in effect affecting generally the enforcement of creditors’ rights generally and by remedies, and (b) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equityclauses (a) and (b), collectively, the “Equitable Exceptions”). When each other Transaction 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 Transaction Ancillary Document will shall constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)Equitable Exceptions.

Authority of Seller. Seller has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of SellerSeller and no other action on the part of Seller is necessary to authorize the execution and delivery by Seller of this Agreement and any Transaction Document to which Seller is a party. 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 bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each 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 Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

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

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

Authority of Seller. Seller has all necessary full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and 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, Seller enforceable against Seller in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other Laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)applicable Law. When each 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 Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other Laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)applicable Law.