Common use of Incorporation; Authorization Clause in Contracts

Incorporation; Authorization. Each Seller is an entity duly organized and validly existing under the Laws of the jurisdiction of its organization with full power and authority to carry on its business (including operation of the Sites) as it is now being conducted. Each Seller has the power and authority to execute and deliver this Agreement and the Closing Documents to which it is a party, to perform fully 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 Closing Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate or other action of each Seller. Each Seller (a) has duly executed and delivered this Agreement and (b) on the applicable Closing Date will have duly executed and delivered each of the Closing Documents to which it is a party. Assuming the due execution and delivery of each such agreement by each party thereto other than Sellers, this Agreement is the legal, valid and binding obligation of each Seller, and on the applicable Closing Date each of the Closing Documents to which it is a party will be the legal, valid and binding obligation of such Seller, in each case, enforceable in accordance with its respective terms, subject to the effect of Creditor's Rights.

Incorporation; Authorization. Each Seller Buyer is an entity duly organized and validly existing under the Laws of the jurisdiction of its organization with full power and authority to carry on its business (including operation of the Sites) as it is now being conducted. Each Seller Buyer has the power and authority to execute and deliver this Agreement and the Closing Documents to which it is a 11 <PAGE> party, to perform fully its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller Buyer of this Agreement and the Closing Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate or other action of each SellerBuyer. Each Seller Buyer (a) has duly executed and delivered this Agreement and (b) on the applicable Closing Date will have duly executed and delivered each of the Closing Documents to which it is a partyDocument. Assuming the due execution and delivery of each such agreement by each party thereto other than SellersBuyer, this Agreement is the legal, valid and binding obligation of each SellerBuyer, and on the applicable Closing Date each of the Closing Documents to which it is a party will be the legal, valid and binding obligation of such SellerBuyer, in each case, enforceable against it in accordance with its respective terms, subject to the effect of Creditor's Creditors' Rights.

Incorporation; Authorization. Each Seller is an entity duly organized and validly existing under the Laws of the jurisdiction of its organization with full power and authority to carry on its business (including operation of the Sites) as it is now being conducted. 6 <PAGE> Each Seller has the power and authority to execute and deliver this Agreement and the Closing Documents to which it is a party, to perform fully 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 Closing Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate or other action of each Seller. Each Seller (a) has duly executed and delivered this Agreement and (b) on the applicable Closing Date will have duly executed and delivered each of the Closing Documents to which it is a party. Assuming the due execution and delivery of each such agreement by each party thereto other than Sellers, this Agreement is the legal, valid and binding obligation of each Seller, and on the applicable Closing Date each of the Closing Documents to which it is a party will be the legal, valid and binding obligation of such Seller, in each case, enforceable in accordance with its respective terms, subject to the effect of Creditor's Rights.