Common use of Organization and Authority of Seller Clause in Contracts

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Texas. Seller has full corporate power and authority to enter into this Agreement and the other 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 has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a 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 of similar laws affecting creditors rights generally and by general principles of equity regardless of whether enforcement is sought in a proceeding at law or equity. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of TexasDelaware. Seller has full corporate power and authority to enter into this Agreement and the other 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 has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a 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 of or similar laws Laws affecting creditors creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Seller. (a) Seller is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state State of Texas. Minnesota. (b) Seller has full corporate all requisite limited liability company power and authority to enter into this Agreement and each of the other Transaction Documents to which Seller it is a party, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery by Seller of this Agreement and any each of the other Transaction Document Documents to which Seller it is a party, the performance by Seller of its obligations hereunder and thereunder party and the consummation by Seller of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by all requisite corporate required limited liability company action on the part of Seller, and no other proceedings on the part of Seller are required to authorize this Agreement or any of the other Transaction Documents to which it is a party or the consummation of the Contemplated Transactions. This Agreement and each of the other Transaction Documents to which Seller is a party has been duly and validly executed and delivered by SellerSeller and, and (assuming due authorization, execution and delivery by Buyer) this Agreement Buyer Parties, constitutes a legal, the valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, except as that (i) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvencyinsolvency or other similar Laws, reorganizationnow or hereafter in effect, moratorium of similar laws affecting creditors creditors’ rights generally and by general principles (ii) the remedy of equity regardless specific performance and injunctive and other forms of whether enforcement is sought in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or equity. When each other Transaction Document to which Seller is or will therefor may be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its termsbrought.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of TexasDelaware. Seller has full corporate power and authority to enter into this Agreement and the other 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 has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, terms except as such to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other Laws affecting the enforcement of similar laws affecting creditors creditors’ rights generally and by general principles of equity equity, regardless of whether enforcement such enforceability is sought considered in a proceeding at law or in equity. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its termsterms except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of TexasTennessee. Seller has full corporate power and authority to enter into this Agreement and the other 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 has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a 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 of or similar laws Laws affecting creditors creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Seller. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state of Texas. Seller Delaware and has full corporate all necessary limited liability company power and authority to enter into this Agreement and the other 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 limited liability company action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by BuyerBuyer and Innospec) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium of and similar laws of general application relating to or affecting creditors creditors’ rights generally and by to general equity principles of equity regardless of whether enforcement is sought in a proceeding at law or equity(the “Enforceability Exceptions”). When each of the other Transaction Document Documents to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Texasits organization. Seller has full corporate power and authority to enter into this Agreement and the other Transaction Ancillary 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 Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder 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 has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium and other laws of similar general application affecting enforcement of creditors’ rights generally, and (b) laws affecting creditors rights generally and by general principles relating to the availability of equity regardless of whether enforcement is sought in a proceeding at law specific performance, injunctive relief or equityother equitable remedies. When each other Transaction Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (b) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Organization and Authority of Seller. Seller is a U.S. Citizen and a corporation duly organized, validly existing and in good standing under the Laws of the state State of TexasNew York. Seller has full all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller it 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 the other Transaction Document Documents 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 has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium of or similar laws Laws affecting creditors creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Seller. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state of TexasUtah. Seller has full corporate limited liability company power and authority to enter into this Agreement and the other Transaction Ancillary Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Seller of this Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate limited liability company action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a 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 of or similar laws Laws affecting creditors creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity. When each other Transaction Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution execution, and delivery by each other party thereto), such Transaction Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).