Authority, Organization and Qualification of Seller. (a) Seller and each Equity Holder have full power and authority to enter into this Agreement and the other Transaction Documents to which such Person 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 Seller and each Equity Holder of this Agreement and any other Transaction Document to which such Person is a party, the performance by such Person of its obligations hereunder and thereunder and the consummation by such Person of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller and Equity Holders, as applicable. This Agreement has been duly executed and delivered by Seller and each Equity Holder, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller and each Equity Holder enforceable against such Person in accordance with its terms. When each of the Transaction Documents to which Seller or the applicable Equity Holder is a party has been duly executed and delivered by such Persons (assuming due authorization, execution and delivery by each other party thereto), such Transaction Documents will constitute a legal and binding obligation of such Persons enforceable against it in accordance with its terms. Equity Holders own all of the issued and outstanding capital stock of Seller and no other Person has any ownership interest in Seller.
