Common use of Enforceability; Authority Clause in Contracts

Enforceability; Authority. Seller has all requisite power and authority to enter into this Agreement and the other Ancillary Agreements to be executed and delivered by Seller, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Assuming due authorization, execution and delivery of this Agreement by the other Parties hereto, this Agreement constitutes a valid and binding obligation of Seller and any other member of the Company Group, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws affecting creditors’ rights generally and by general principles of equity (whether in a proceeding at law or in equity) (the “Creditor’s Rights Exception”). The execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Seller and any other member of the Company Group, including all actions required pursuant to the terms of the Seller Operating Agreement, and no other proceedings on the part of Seller or any other member of the Company Group are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. The Seller has obtained the Seller Member Approval in accordance with the terms of the Seller Operating Agreement.

Enforceability; Authority. Seller This Agreement has all requisite power and authority to enter into this Agreement and the other Ancillary Agreements to be been duly executed and delivered by Sellerthe Buyer and, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Assuming assuming due authorization, execution and delivery of this Agreement by the other Parties parties hereto, this Agreement constitutes a the valid and binding obligation of Seller and any other member of the Company GroupBuyer, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws laws affecting creditors’ rights creditors generally and by general principles of equity (whether in a proceeding at law or in equity) ). Each Transaction Document executed by the Buyer as of the date hereof has been, and each Transaction Document to be executed by the Buyer will be upon execution and delivery, duly executed and delivered by the Buyer, and assuming the due authorization, execution and delivery of each such Transaction Document by the other party or parties thereto, each such Transaction Document is, or upon execution and delivery by the Buyer will be, the valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (the “Creditor’s Rights Exception”whether in a proceeding at law or in equity). The execution, Buyer has the power and authority to execute and deliver this Agreement and the applicable Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered applicable Transaction Documents by Seller the Buyer, and the consummation by the Buyer of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite necessary corporate action on the part of Seller and any other member of the Company Group, including all actions required pursuant to the terms of the Seller Operating Agreement, and no other proceedings on the part of Seller or any other member of the Company Group are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. The Seller has obtained the Seller Member Approval in accordance with the terms of the Seller Operating AgreementBuyer.