Common use of Organization and Authority of Seller; Enforceability Clause in Contracts

Organization and Authority of Seller; Enforceability. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has full limited liability company power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable law.

Organization and Authority of Seller; Enforceability. Seller is a limited liability company partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has full limited liability company power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyerthe Buyers) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforcement may be limited by applicable any bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors’ ' rights generally and except insofar as the availability or by general principles of equitable remedies may be limited by applicable lawequity.

Organization and Authority of Seller; Enforceability. Seller is a limited liability company North Carolina corporation duly organized, validly existing and in good standing under the laws of the State state of DelawareNorth Carolina. Seller has full limited liability company corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery delivery, and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforcement may be limited by applicable any bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors’ rights generally and except insofar as the availability or by general principles of equitable remedies may be limited by applicable lawequity.

Organization and Authority of Seller; Enforceability. Seller is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State state of DelawareWashington. Seller has full limited liability company corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by SellerXxxxxx, and (assuming due authorization, execution and delivery by BuyerXxxxx) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective termsterms , except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws affecting creditors’ ' rights generally and except insofar as the availability by general principles of equitable remedies may be limited by applicable lawequity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Seller; Enforceability. Seller is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has full limited liability company corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforcement to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and except insofar as the availability by general principles of equitable remedies may be limited by applicable lawequity.

Organization and Authority of Seller; Enforceability. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State state of DelawareArizona. Seller has full limited liability company power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, terms except as enforcement (i) to the extent that enforceability may be subject to, and limited by by, applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, receivership or other laws affecting the enforcement of creditors’ rights generally and except insofar as (ii) that the availability of equitable remedies remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be limited by applicable lawbrought (the “Enforceability Exceptions”).