Common use of Authority of Sellers Clause in Contracts

Authority of Sellers. The execution, delivery and performance of this Agreement by each Seller and the consummation by each Seller of the transactions contemplated hereby are within the organizational powers of each Seller and have been duly authorized by all necessary corporate (or other organizational) action on the part of each Seller. All approvals by any of the equityholders of the Sellers or their respective Affiliates necessary to authorize the execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby have been obtained. This Agreement has been duly executed and delivered by each Seller and, assuming due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding agreement of each Seller, enforceable against each Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity (the “Bankruptcy and Equity Exception”)).

Authority of Sellers. The execution, delivery and performance of this Agreement by each Seller the Sellers and the consummation by each Seller the Sellers of the transactions contemplated hereby are within the organizational powers of each Seller such Sellers and have been duly authorized by all necessary corporate (or other organizational) action on the part of each Seller. All of the Sellers and all necessary approvals by any of the equityholders of the Sellers or and their respective Affiliates necessary to authorize the execution, delivery and performance by each Seller Sellers of this Agreement and the consummation by each Seller the Sellers of the transactions contemplated hereby have been obtained. This Agreement has been duly executed and delivered by each Seller of the Sellers and, assuming due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding agreement of each Sellerof the Sellers, enforceable against each Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity (the “Bankruptcy and Equity Exception”)).