Common use of Authority of Sellers Clause in Contracts

Authority of Sellers. Each Seller has all requisite power and authority to enter into the Transaction Documents to which such Seller is a party and to carry out such Seller’s obligations thereunder. The execution and delivery of the Transaction Documents and the performance of each Seller’s obligations thereunder have been duly authorized by all necessary corporate, shareholder, partnership or member action of such Seller (if such Seller is a corporation or an entity with shareholders, partners or members), and no other proceedings on the part or in respect of such Seller is necessary to authorize such execution, delivery and performance. The Transaction Documents to which a Seller is identified as a party thereto have been duly executed by or on behalf of such Seller and assuming due authorization, execution and delivery by the other parties thereto, constitute such Seller’s valid and binding obligations, enforceable against such Seller in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of equity.