Common use of Authority of Sellers Clause in Contracts

Authority of Sellers. Each Seller has the requisite power and authority to enter into this Agreement and the Transaction Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any 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 action on the part of such Seller. This Agreement has been duly executed and delivered by Sellers, and (assuming due authorization, execution and delivery by Buyer and Evoqua) this Agreement constitutes a legal, valid and binding obligation of Sellers, enforceable against Sellers in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions. When each Transaction Document to which a Seller will be a party 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, valid and binding obligation of such Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions.

Authority of Sellers. Each Seller has the all requisite corporate power and authority to enter into into, execute and deliver this Agreement and the Transaction Documents documents contemplated hereby to which be executed by such Seller is a party, and to carry out its perform the obligations to be performed by such Seller hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder, respectively. The execution execution, delivery and delivery compliance by each Seller with the terms of this Agreement and any Transaction Document the documents contemplated hereby to which such Seller is a party, the performance be executed by such Seller of its obligations hereunder and thereunder Seller, and the consummation by such Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized by all requisite necessary corporate action on the part of by such Seller, subject to passage of the Special Resolution by PowerComm’s shareholders at the Special Meeting. This Agreement has been duly executed and delivered by Sellerseach Seller, and (assuming due authorizationthis Agreement constitutes, and the documents contemplated hereby to be executed by such Seller, upon their execution and delivery by Buyer and Evoqua) this Agreement constitutes a as herein provided, will constitute, the legal, valid and binding obligation obligations of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with its their respective terms, except subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and remedies generally, and subject, as such enforceability may be limited by to enforceability, to the Bankruptcy Exceptions. When each Transaction Document to which effect of general principles of equity (regardless of whether enforcement is considered in a Seller will be a party duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party theretoproceeding at law or in equity), such Transaction Document will constitute a legal, valid and binding obligation of such Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions.

Authority of Sellers. Each Seller of the Sellers has the requisite full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller is a party, to carry out its his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of the Sellers of this Agreement and any other Transaction Document to which such Seller is a party, the performance by such Seller each of its the Sellers of his obligations hereunder and thereunder and the consummation by such Seller each of the Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Sellereach of the Sellers. This Agreement has been duly executed and delivered by each of the Sellers, and (assuming due authorization, execution and delivery by Buyer and EvoquaBuyer) this Agreement constitutes a legal, valid and binding obligation of Sellers, each of the Sellers enforceable against Sellers in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions. When each the other Transaction Document Documents to which a Seller any of Sellers is or will be a party has been duly executed and delivered by such Seller (assuming due authorizationSeller, execution and delivery by each other party thereto), such the Transaction Document will constitute a legal, valid legal and binding obligation of such Seller enforceable against it him in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions.

Authority of Sellers. Each Subject to entry of the Bidding Procedures Order and Sale Order, as applicable, each Seller has the requisite corporate power and authority to enter into this Agreement and the Transaction Ancillary Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any Transaction Ancillary 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 or similar action on the part of such Seller. This Agreement has been duly executed and delivered by Sellerseach Seller, and (assuming due authorization, execution and delivery by Buyer Xxxxx and Evoquathe entry of the Sale Order) this Agreement constitutes a legal, valid and binding obligation of Sellers, each Seller enforceable against Sellers such Seller in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions. When each Transaction Ancillary 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 theretothereto and the entry of the Sale Order), such Transaction Ancillary Document will constitute a legal, valid legal and binding obligation of such Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions.

Authority of Sellers. Each Subject to entry of the Bidding Procedures Order and Sale Order, as applicable, each Seller has the requisite corporate power and authority to enter into this Agreement and the Transaction Ancillary Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any Transaction Ancillary 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 or similar action on the part of such Seller. This Agreement has been duly executed and delivered by Sellerseach Seller, and (assuming due authorization, execution and delivery by Buyer Xxxxxx and Evoquathe entry of the Sale Order) this Agreement constitutes a legal, valid and binding obligation of Sellers, each Seller enforceable against Sellers such Seller in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions. When each Transaction Ancillary 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 theretothereto and the entry of the Sale Order), such Transaction Ancillary Document will constitute a legal, valid legal and binding obligation of such Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions.

Authority of Sellers. Each Seller has the requisite Sellers have full power and authority to enter into this Agreement and the Transaction Escrow Agreement and Ancillary Documents to which such Seller is Sellers are a party, to carry out its their obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller Sellers of this Agreement, the Escrow Agreement and any Transaction Ancillary Document to which such Seller is Sellers are a party, the performance by such Seller Sellers of its their obligations hereunder and thereunder thereunder, and the consummation by such Seller Sellers of the transactions contemplated hereby and thereby thereby, have been duly authorized by all requisite action on the part of such SellerSellers, in conjunction with their financial and legal advisors. This Agreement has been duly executed and delivered by Sellers, and (and, assuming due authorization, execution and delivery by Buyer and Evoqua) Buyer, this Agreement constitutes a legal, valid and binding obligation of Sellers, Sellers enforceable against Sellers in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions. When each Transaction other Ancillary Document to which a Seller Sellers are or will be a party has been duly executed and delivered by such Seller Sellers (assuming due authorization, execution and delivery by each other party thereto), such Transaction Ancillary Document will constitute a legal, valid legal and binding obligation of such Seller Sellers enforceable against it them in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions.. ‌

Authority of Sellers. Each Subject to entry of the Bidding Procedures Order and Sale Order, as applicable, each Seller has the requisite corporate power and authority to enter into this Agreement and the Transaction Ancillary Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any Transaction Ancillary 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 or similar action on the part of such Seller. This Agreement has been duly executed and delivered by Sellerseach Seller, and (assuming due authorization, execution and delivery by Buyer and Evoquathe entry of the Sale Order) this Agreement constitutes a legal, valid and binding obligation of Sellers, each Seller enforceable against Sellers such Seller in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions. When each Transaction Ancillary 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 theretothereto and the entry of the Sale Order), such Transaction Ancillary Document will constitute a legal, valid legal and binding obligation of such Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exceptions.