Common use of Organization and Authority of Seller Clause in Contracts

Organization and Authority of Seller. (a) Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Minnesota. (b) Seller has all requisite limited liability company power and authority to enter into this Agreement and each of the other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder, and to consummate the Contemplated Transactions. The execution by Seller of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of the Contemplated Transactions have been duly and validly authorized by all 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 Seller and, assuming due authorization, execution and delivery by Buyer Parties, constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Organization and Authority of Seller. (a) Seller is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State state of Minnesota. (b) Delaware. Seller has all requisite limited liability company full corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which it Seller is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each of the any other Transaction Documents Document to which it Seller is a party party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all required limited liability company requisite corporate 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 Seller andSeller, and (assuming due authorization, execution and delivery by Buyer PartiesBuyer) this Agreement constitutes a legal, constitutes the valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and by general principles of equity (ii) the remedy regardless of specific performance 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 injunctive delivered by Seller (assuming due authorization, execution and delivery by each other forms party thereto), such Transaction Document will constitute a legal and binding obligation of equitable relief Seller enforceable against it in accordance with its terms, except as such enforceability may be subject to equitable defenses limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and to the discretion by general principles of the court before which any equity (regardless of whether enforcement is sought in a proceeding therefor may be broughtat law or in equity).

Organization and Authority of Seller. (a) Seller is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State state of Minnesota. (b) Texas. Seller has all requisite limited liability company full corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which it Seller is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each of the any other Transaction Documents Document to which it Seller is a party party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all required limited liability company requisite corporate 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 Seller andSeller, and (assuming due authorization, execution and delivery by Buyer PartiesBuyer) this Agreement constitutes a legal, constitutes the valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency or other insolvency, reorganization, moratorium of similar Laws, now or hereafter in effect, laws affecting creditors’ 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 (ii) the remedy assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtSeller enforceable against it in accordance with its terms.

Organization and Authority of Seller. (a) Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State state of Minnesota. (b) its organization. Seller has all requisite limited liability company full power and authority to enter into this Agreement and each of the other Transaction Ancillary Documents to which it Seller is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each of the other Transaction Documents any Ancillary Document to which it Seller is a party party, the performance Seller of its obligations hereunder and thereunder, and the consummation by Seller of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all required limited liability company requisite 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 Seller andSeller, and (assuming due authorization, execution and delivery by Buyer PartiesBuyer) this Agreement constitutes a legal, constitutes the valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except that as limited by (ia) such enforcement may be subject to applicable bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar Laws, now or hereafter in effect, laws of general application affecting enforcement of creditors’ rights generally generally, and (iib) laws relating to the remedy availability of specific performance performance, injunctive relief or other equitable remedies. When each Ancillary Document to which Seller is or will be a party has been duly executed and injunctive delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such 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 forms laws of equitable relief may be subject to equitable defenses general application affecting enforcement of creditors’ rights generally, and (b) laws relating to the discretion availability of the court before which any proceeding therefor may be broughtspecific performance, injunctive relief or other equitable remedies.

Organization and Authority of Seller. (a) Seller is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State state of Minnesota. (b) Delaware. Seller has all requisite limited liability company full corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which it Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each of the any other Transaction Documents Document to which it Seller is a party party, the performance by Seller of its obligations and the consummation by Seller of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all required limited liability company requisite corporate 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 Seller andSeller, and (assuming due authorization, execution and delivery by Buyer PartiesBuyer) this Agreement constitutes a legal, constitutes the valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, terms except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, 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. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (ii) 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 to the remedy of specific performance and injunctive and other forms of equitable relief extent that enforceability may be subject to equitable defenses limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and to the discretion by general principles of the court before which any equity, regardless of whether such enforceability is considered in a proceeding therefor may be broughtat law or in equity.

Organization and Authority of Seller. (a) Seller is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State state of Minnesota. (b) Tennessee. Seller has all requisite limited liability company full corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which it Seller is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each of the any other Transaction Documents Document to which it Seller is a party party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all required limited liability company requisite corporate 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 Seller andSeller, and (assuming due authorization, execution and delivery by Buyer PartiesBuyer) this Agreement constitutes a legal, constitutes the valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and by general principles of equity (ii) the remedy regardless of specific performance 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 injunctive delivered by Seller (assuming due authorization, execution and delivery by each other forms party thereto), such Transaction Document will constitute a legal and binding obligation of equitable relief Seller enforceable against it in accordance with its terms, except as such enforceability may be subject to equitable defenses limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors rights generally and to the discretion by general principles of the court before which any equity (regardless of whether enforcement is sought in a proceeding therefor may be broughtat law or in equity).

Organization and Authority of Seller. (a) Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State state of Minnesota. (b) Seller Delaware and has all requisite necessary limited liability company power and authority to enter into this Agreement and each of the other Transaction Documents to which it Seller is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each of the any other Transaction Documents Document to which it Seller is a party party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all required requisite 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 has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer and Innospec) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles (the “Enforceability Exceptions”). When each of the other Transaction Documents to which Seller is or will be a party has been duly and validly executed and delivered by Seller and, (assuming due authorization, execution and delivery by Buyer Partieseach other party thereto), constitutes the valid such Transaction Document will constitute a legal and binding obligation of Seller, Seller enforceable against Seller it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

Organization and Authority of Seller. (a) Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State state of Minnesota. (b) Utah. Seller has all requisite full limited liability company power and authority to enter into this Agreement and each of the other Transaction Ancillary Documents to which it Seller is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the Contemplated Transactions. The execution and delivery by Seller of this Agreement and each of the other Transaction Documents any Ancillary Document to which it Seller is a party party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the Contemplated Transactions have been duly and validly authorized by all required requisite 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 Seller andSeller, and (assuming due authorization, execution execution, and delivery by Buyer PartiesBuyer) this Agreement constitutes a legal, constitutes the valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and by general principles of equity (ii) the remedy regardless of specific performance whether enforcement is sought in a proceeding at law or in equity. When each Ancillary Document to which Seller is or will be a party has been duly executed and injunctive delivered by Seller (assuming due authorization, execution, and delivery by each other forms party thereto), such Ancillary Document will constitute a legal and binding obligation of equitable relief Seller enforceable against it in accordance with its terms, except as such enforceability may be subject to equitable defenses limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and to the discretion by general principles of the court before which any equity (regardless of whether enforcement is sought in a proceeding therefor may be broughtat law or in equity).

Organization and Authority of Seller. (a) Seller is a limited liability company U.S. Citizen and a corporation duly organized, validly existing and in good standing under the Laws of the State of Minnesota. (b) New York. Seller has all requisite limited liability company necessary corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of the Contemplated Transactions have been duly and validly authorized by all 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 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 and validly executed and delivered by Seller andSeller, and (assuming due authorization, execution and delivery by Buyer PartiesBuyer) this Agreement constitutes a legal, constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and by general principles of equity (ii) the remedy regardless of specific performance 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 injunctive delivered by Seller (assuming due authorization, execution and delivery by each other forms party thereto), such Transaction Document will constitute a legal and binding obligation of equitable relief Seller enforceable against it in accordance with its terms, except as such enforceability may be subject to equitable defenses limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and to the discretion by general principles of the court before which any equity (regardless of whether enforcement is sought in a proceeding therefor may be broughtat law or in equity).