Capacity and Authority of Sellers. Each Seller has full legal capacity and authority to enter into this Agreement and the Ancillary 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 Ancillary Document to which such Seller is a party, the performance by each 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 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 Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller enforceable against such Seller in accordance with its terms. When each other Ancillary 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 Ancillary Document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms.
Capacity and Authority of Sellers. Such Seller has the absolute and unrestricted right, power, capacity and authority to enter into, perform and comply with such Seller’s obligations under this Agreement and any other agreement, document or instrument referred to in, or contemplated by, this Agreement to which such Seller is or, pursuant to this Agreement, will be a party; and the execution, delivery and performance by such Seller of this Agreement and each such agreement, document and instrument (including all right, power, capacity and authority to sell, transfer, convey and surrender his Units as provided for by this Agreement, subject to restrictions under any applicable Legal Requirement and the Charter Documents) have been duly authorized by all necessary action on the part of such Seller.
Capacity and Authority of Sellers. Each Seller is an entity of the kind set forth in Section 3.01 of the Disclosure Schedules and is duly organized, validly existing and in good standing under the Laws of the state of its formation as set forth in Section 3.01 of the Disclosure Schedules, as applicable. The Xxxxx Garden Trust is governed by the terms of its trust instrument, which is in full force and effect and has not been terminated or revoked. Each Persons named as a trustee of the Xxxxx Garden Trust on the signature page hereto is empowered to act, without authorization, approval or consent of the other trustee(s) of such trust, as sole authorized trustee under the Xxxxx Garden Trust’s trust instrument. Each trustee has all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which the Xxxxx Garden Trust is a party, and to perform the Xxxxx Garden Trust’s obligations hereunder and thereunder, in each case on behalf of the Xxxxx Garden Trust. Each Seller has full legal capacity, power and authority to enter into this Agreement and the Ancillary 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 the Ancillary Documents to which such Seller is a party, the performance by each Seller of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors rights generally and except as the enforcement of certain provisions hereof may be limited by the application of general equitable principles of law in certain circumstances (whether such provisions are considered in a proceeding at law or in equity). When the Ancillary Documents have been duly executed and delivered by the Sellers’ Representative or each Seller, to the extent party thereto (assuming due authorization, execution and deli...
Capacity and Authority of Sellers
