Common use of Organization and Authority of Seller Clause in Contracts

Organization and Authority of Seller. 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 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 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 Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general principles of equity, regardless of whether enforcement is sought in equity or in law). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller, such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general principles of equity, regardless of whether enforcement is sought in equity or in law).

Organization and Authority of Seller. 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 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 limited liability company 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 enforcement to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or similar laws generally other Laws affecting the enforcement of creditors’ rights of creditors generally and subject to by general principles of equity, regardless of whether enforcement such enforceability is sought considered in equity a proceeding at law or in law)equity. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by SellerSeller (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 enforcement to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or similar laws generally other Laws affecting the enforcement of creditors’ rights of creditors generally and subject to by general principles of equity, regardless of whether enforcement such enforceability is sought considered in equity a proceeding at law or in law)equity.

Organization and Authority of Seller. Seller is a limited liability company company, duly organized, validly existing and in good standing under the Laws of the state State of Delaware, except where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to prevent, prohibit, materially delay or materially impair the consummation of the transactions contemplated hereby. Seller has full limited liability company power and authority to enter into execute and deliver this Agreement and the other Transaction Documents to which Seller it is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Transaction. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller it is or will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby thereby, including the Transaction, have been duly authorized by all requisite limited liability company action on the part of Sellercorporate or other organizational action. 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 enforcement may be limited by applicable bankruptcyterms. Upon the Closing, insolvencySeller will deliver to Buyer the QL Shares, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights free and clear of creditors and subject to general principles of equity, regardless of whether enforcement is sought in equity or in law)any Encumbrances. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by SellerSeller (assuming due authorization, execution and delivery by each other party or parties thereto), such Transaction Document will constitute a legal and binding obligation of Seller Seller, enforceable against it in accordance with its terms (except as such enforcement may be limited by applicable terms, subject to the bankruptcy, insolvency, fraudulent conveyance, preferential transfer, reorganization, moratorium, fraudulent conveyance moratorium and similar Laws relating to or similar laws generally affecting the creditors’ rights of creditors and subject to general principles of equity, equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or in at law) (the “Bankruptcy and Equity Exception”).

Organization and Authority of Seller. Seller is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the state State of Delaware. Seller has full limited liability company power and authority to enter into own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted, and to consummate the transactions contemplated hereby and under the other Transaction Documents. Seller is licensed or qualified to conduct business as a foreign entity in each jurisdiction in which the nature of the Business or the ownership or leasing of its assets or properties requires such licensing or qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Seller has the full power and authority to (a) execute and deliver this Agreement and each of the other Transaction Documents to which Seller it is a party, (b) consummate and perform the transactions to carry out be performed by it pursuant to this Agreement and under the other Transaction Documents to which it is a party, and (c) satisfy or perform, as the case may be, its obligations hereunder under this Agreement and thereunder under the other Transaction Documents to which it is a party. The execution, delivery and performance of this Agreement and under the other Transaction Documents to which it is a party have been duly authorized by all necessary corporate action, including approval by its sole stockholder, and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery and performance of this Agreement or the other Transaction Documents to which it is a party or to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this This Agreement and any under the other Transaction Document Documents to which Seller it is a party, party constitute 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 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 Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms (their terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or similar laws other Law relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general or by equitable principles of equity, (regardless of whether enforcement is sought in equity at law or in law). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller, such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general principles of equity, regardless of whether enforcement is sought in equity or in law).

Organization and Authority of Seller. 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 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 limited liability company 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 enforcement to the extent the enforceability may be limited by (a) applicable Laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or similar laws laws, from time to time in effect affecting generally affecting the enforcement of creditors’ rights of creditors and subject to remedies, and (b) general principles of equity, regardless of whether enforcement is sought in equity or in law). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by SellerSeller (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 (terms, except as such enforcement to the extent the enforceability may be limited by (a) applicable Laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or similar laws laws, from time to time in effect affecting generally affecting the enforcement of creditors’ rights of creditors and subject to remedies, and (b) general principles of equity, regardless of whether enforcement is sought in equity or in law).

Organization and Authority of Seller. 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 all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents Ancillary Agreements to which Seller is a party, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document Ancillary Agreements 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 limited liability company 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 enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or similar laws Laws affecting creditors’ rights generally affecting the rights of creditors and subject to by general principles of equity, equity (regardless of whether enforcement is sought in equity a proceeding at law or in lawequity). When As of Closing, each other Transaction Document Ancillary Agreement to which Seller is or will be a party has been will be duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document Ancillary Agreement will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms (terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or similar laws Laws affecting creditors’ rights generally affecting the rights of creditors and subject to by general principles of equity, equity (regardless of whether enforcement is sought in equity a proceeding at law or in lawequity).

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

Organization and Authority of Seller. Seller is a limited liability company duly organized, corporation validly existing and in good standing under the Laws laws of the state State of Delaware. Seller has full limited liability company Wisconsin, with corporate power to own its properties and authority conduct its business as now conducted by it and to enter into this Agreement into, and the other Transaction Documents to which Seller is a party, to carry out perform its obligations hereunder under, this Agreement, including without limitation to own, hold, sell and thereunder and transfer (pursuant to consummate this Agreement) the transactions contemplated hereby and therebyShares. 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 limited liability company necessary corporate action on the part of Seller. This , and this Agreement has been duly executed and delivered by SellerSeller and, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes Buyer and that Buyer has full power, authority and legal right to enter into and perform its obligations hereunder, is a legal, valid and binding obligation agreement of Seller Seller, enforceable against Seller in accordance with its terms (except as such enforcement may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and similar laws affecting creditors’ rights generally affecting the rights of creditors and subject subject, as to enforceability, to general principles of equity, equity (regardless of whether enforcement is sought in a proceeding in equity or in at law). When each Except as set forth in Section 2.1 of the Disclosure Letter, the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller do not conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or by-laws of Seller, or any material indenture, mortgage, deed of trust, lease or other Transaction Document agreement to which Seller is or will be a party has been duly executed and delivered or by which it or any of its property is bound, or any judgment, decree or order, applicable to Seller, such Transaction Document will constitute a legal of any court or other governmental authority. Except as set forth in Section 2.1 of the Disclosure Letter and binding obligation other than as required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “Hxxx-Xxxxx-Xxxxxx Act”), the applicable reporting requirements under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable Industrial-Security Regulations (as defined in Section 5.4 hereof), no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, national, state or local governmental or regulatory agency or authority is required to be made or obtained by Seller enforceable against it or the Company in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance order to execute or similar laws generally affecting deliver this Agreement or to consummate the rights of creditors and subject to general principles of equity, regardless of whether enforcement is sought in equity or in law)transactions contemplated hereby.

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