Common use of Authority of the Sellers Clause in Contracts

Authority of the Sellers. Each Seller has 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 hereby 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 each Seller, and (assuming due authorization, execution and delivery by the Buyers) this Agreement constitutes a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, (a) except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and (b) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). 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, (a) except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and (b) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Authority of the Sellers. Each Such Seller has full corporate right, power and ------------------------ authority to sell, transfer and deliver to the Buyer the full legal and beneficial ownership in the portion of Subject Shares to be sold by such Seller pursuant to this Agreement and to consummate the transactions contemplated herein and in the agreements, documents and instruments associated herewith which are to be executed by any of the Sellers (collectively, the "Seller Ancillary Documents") to which such Seller is a party. If such Seller is an entity other than a natural person, or if such Seller is a natural person acting in a capacity as an agent, trustee or executor, such Seller is duly constituted in such capacity, has the appropriate power and authority to enter into this Agreement and the other Transaction Documents Seller Ancillary Agreements to which such Seller is a party, to carry out its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The , and the execution and delivery by each Seller of this Agreement and any other Transaction Document the Seller Ancillary Documents to which such Seller is a partyparty and the consummation of the transactions contemplated hereby and thereby by such Seller have been approved by any neces sary action on behalf of such Seller. This Agreement has been duly and validly executed and delivered by such Seller and is the legal, valid and binding obligation of such Seller enforceable in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium and other laws generally affecting the performance rights of creditors and general principles of equity and applicable federal or state laws which may affect the availability of equitable remedies. No action, consent or approval by or registration or filing with any court, governmental authority or instrumentality, or other third party is required in connection with the execution and delivery by such Seller of its obligations hereunder and thereunder and this Agreement or the Seller Ancillary Documents to the extent such Seller is a party thereto or the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on other than the part premerger notification with the FTC and DOJ under the HSR Act. No claim, action, suit, proceeding, arbitration, investigation or inquiry before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, any securities or commodities exchange, other regulatory body or any private arbitration tribunal is now pending against or relating to such Seller or to the knowledge of such Seller. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorizationthreatened, execution and delivery by which would adversely affect the Buyers) this Agreement constitutes a legal, valid and binding obligation ability of such Seller enforceable against to consummate the sale of the Subject Shares that such Seller in accordance with its terms, (a) except as limited owns or the other transactions contemplated by applicable bankruptcy, insolvency, reorganization, moratorium this Agreement or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and (b) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). When each other Transaction Document Seller Ancillary Documents to which each 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, (a) except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and (b) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity)party.

Authority of the Sellers. Each Seller has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which such Seller it is a party, to carry out its obligations hereunder hereunder, and thereunder and to consummate the transactions contemplated hereby 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 each Seller of its obligations hereunder hereunder, and thereunder and the consummation by such each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of such each Seller. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by the BuyersPurchaser) this Agreement constitutes a legal, valid valid, and binding obligation of such Seller enforceable against such Seller in accordance with its terms, (a) except as limited by subject to applicable bankruptcy, insolvencyfraudulent conveyance, reorganizationmoratorium, moratorium or other and similar laws now or hereafter in effect relating to or Laws affecting creditors’ remedies and rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and (b) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). When each other Transaction Document to which each any Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution 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, (a) except as limited by subject to applicable bankruptcy, insolvencyfraudulent conveyance, reorganizationmoratorium, moratorium or other and similar laws now or hereafter in effect relating to or Laws affecting creditors’ remedies and rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and (b) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).