Common use of Capacity; Authority; Validity Clause in Contracts

Capacity; Authority; Validity. Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all necessary limited liability company power and authority to enter into this Agreement, to perform the obligations to be performed by Seller hereunder and to consummate the transactions contemplated hereby. This Agreement, the sale of the Interests and the consummation by Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

Capacity; Authority; Validity. Seller Purchaser is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Purchaser has all necessary limited liability company power and authority to enter into this Agreement, to perform the obligations to be performed by Seller Purchaser hereunder and to consummate the transactions contemplated hereby. This Agreement, the sale of the Interests Agreement and the consummation by Seller Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action of SellerPurchaser. This Agreement has been duly executed and delivered by Seller Purchaser and constitutes the legal, valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

Capacity; Authority; Validity. Each Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Seller has all necessary limited liability company power and authority to enter into this Agreement, to perform the obligations to be performed by Seller hereunder and to consummate the transactions contemplated hereby. This Agreement, the sale of the Interests and the consummation by Seller Sellers of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action of SellerSellers. This Agreement has been duly executed and delivered by each Seller and constitutes the 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 bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

Capacity; Authority; Validity. Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all necessary limited liability company power and authority to enter into this Agreement, to perform the obligations to be performed by Seller hereunder and to consummate the transactions contemplated hereby. This Agreement, the sale of the Interests and the consummation by Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).. (b)