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

Organization and Authority of Seller; Enforceability. Seller is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Delaware. Seller has full corporate power and authority to enter into this Agreement and the Transaction Documents to which 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 Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and each Transaction Document to which Seller is a party (assuming due authorization, execution, and delivery by Buyer) constitute legal, valid, and binding obligations of Seller enforceable against Seller in accordance with their respective terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

Organization and Authority of Seller; Enforceability. Seller is a North Carolina corporation duly organized, validly existing, existing and in good standing under the Laws laws of the State state of DelawareNorth Carolina. Seller has full corporate power and authority to enter into this Agreement and the Transaction Documents documents to which Seller is a partybe delivered hereunder, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery, and delivery performance by Seller of this Agreement and any other Transaction Document the documents to which Seller is a party, the performance by Seller of its obligations be delivered hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and each Transaction Document the documents to which Seller is a party 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 Seller, enforceable against Seller in accordance with their respective terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

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