Common use of Authority Relative to the Transaction Documents Clause in Contracts

Authority Relative to the Transaction Documents. Sellers has all requisite authority and power to execute and deliver each Transaction Document to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents by Sellers and the consummation of the transactions contemplated thereby have beenduly and validly authorized by all required action on the part of Sellers and no other proceedings on the part of Sellers, including all required approvals of Sellers, are necessary to authorize each of the Transaction Documents to which it is a party or to consummate the transactions contemplated thereby. Each of the Transaction Documents to which Sellers is a party has been duly and validly executed and delivered by Sellers and, assuming each such Transaction Document has been duly authorized, executed and delivered by each other party thereto, each such Transaction Document will constitute a valid and binding agreement of Sellers, enforceable against it in accordance with its terms, 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 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 Relative to the Transaction Documents. Sellers Seller has all requisite authority necessary power and authority, and has taken all action necessary, to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, in accordance with its terms. At the Closing, each of Seller and its applicable Subsidiaries will have all necessary power and authority, and will have taken all action necessary, to execute execute, deliver and deliver each Transaction Document to which it is a party perform the Ancillary Agreements and to consummate the transactions contemplated thereby, in accordance with their respective terms. The execution and delivery This Agreement and, as of the Transaction Documents by Sellers and Closing Date, the consummation of the transactions contemplated thereby Ancillary Agreements, have beenduly and validly authorized by all required action on the part of Sellers and no other proceedings on the part of Sellers, including all required approvals of Sellers, are necessary to authorize each of the Transaction Documents to which it is a party or to consummate the transactions contemplated thereby. Each of the Transaction Documents to which Sellers is a party has been duly and validly executed and delivered by Sellers Seller and its Subsidiaries, as applicable, and, assuming each such Transaction Document has been duly authorizedthe due authorization, executed execution and delivered delivery thereof by each other party theretoBuyer and its Affiliates or Subsidiaries, each such Transaction Document will as applicable, constitute a valid valid, legal and binding agreement agreements of SellersSeller and its Subsidiaries, enforceable against it Seller or its Subsidiaries, as applicable, in accordance with its their respective terms, except as limited by subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other preferential transfers, or similar laws now or hereafter in effect Laws relating to or affecting creditors’ rights generallygenerally and subject, including as to enforceability, to the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and subject to the limitations imposed by general equitable principles of equity (regardless of whether such or not enforceability is considered in a proceeding at law equity or in equitylaw) (collectively, the “Enforceability Exceptions”).

Authority Relative to the Transaction Documents. Sellers has all requisite authority and power to execute and deliver each Transaction Document to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents by Sellers and the consummation of the transactions contemplated thereby have beenduly been duly and validly authorized by all required action on the part of Sellers and no other proceedings on the part of Sellers, including all required approvals of Sellers, are necessary to authorize each of the Transaction Documents to which it is a party or to consummate the transactions contemplated thereby. Each of the Transaction Documents to which Sellers is a party has been duly and validly executed and delivered by Sellers and, assuming each such Transaction Document has been duly authorized, executed and delivered by each other party thereto, each such Transaction Document will constitute a valid and binding agreement of Sellers, enforceable against it in accordance with its terms, 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 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 Relative to the Transaction Documents. Sellers Seller has all requisite limited liability company authority and power to execute and deliver each Transaction Document to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents by Sellers Seller and the consummation of the transactions contemplated thereby have beenduly been duly and validly authorized by all required action on the part of Sellers Seller and no other proceedings on the part of SellersSeller, including all required approvals of SellersSeller, are necessary to authorize each of the Transaction Documents to which it is a party or to consummate the transactions contemplated thereby. Each of the Transaction Documents to which Sellers Seller is a party has been duly and validly executed and delivered by Sellers Seller and, assuming each such Transaction Document has been duly authorized, executed and delivered by each other party thereto, each such Transaction Document will constitute a valid and binding agreement of SellersSeller, enforceable against it in accordance with its terms, 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 subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).