Common use of Organization and Authority of Sellers Clause in Contracts

Organization and Authority of Sellers. Each Seller that is an entity is a corporation, general partnership or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of its state of organization. Each Seller has full corporate, general partnership or limited liability company, as applicable, power and authority to enter into this Agreement, the Assignment and the other Transaction Documents to which such 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 each Seller that is an entity of this Agreement and the Assignment and any other Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate, general partnership or limited liability company action on the part of such Seller. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution, and delivery by Buyer) this Agreement constitutes a legal, valid, and binding obligation of each Seller enforceable against each of them in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and principles of equity affecting creditors’ rights and remedies generally. When the Assignment and each other Transaction Document to which Sellers are or will be a party has been duly executed and delivered by Sellers (assuming due authorization, execution, and delivery by each other party thereto), the Assignment and such other Transaction Documents will constitute a legal and binding obligation of each Seller enforceable against it in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and principles of equity affecting creditors’ rights and remedies generally.

Organization and Authority of Sellers. (a) Each Seller that is an entity is a company or corporation, general partnership or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of its state jurisdiction of organizationincorporation or formation. Each Seller has full corporate, general partnership or limited liability company, as applicable, all requisite corporate power and authority to enter into this Agreement, the Assignment Agreement and the other Transaction Documents Agreements to which such Seller it is a party, to carry out its obligations hereunder and thereunder and to thereunder, consummate the transactions contemplated hereby and thereby, (including all power and authority to sell, assign, transfer and convey the Shares as provided by this Agreement). Each key executive set forth in Schedule I-C of the Sellers Disclosure Schedules has, or will have prior to the Closing, when such Management Shares have vested in accordance with the terms of the Phantom and Common Stock Compensation Plan, all power and authority to sell, assign, transfer and convey the Management Shares set forth opposite his or her name in Schedule I-C of the Sellers Disclosure Schedules as provided by this Agreement. (b) The execution and delivery by each such Seller that is an entity of this Agreement and the Assignment and any other Transaction Document Agreements to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized and approved by all requisite corporate, general partnership corporate or limited liability company other similar action on the part of such Seller. . (c) This Agreement has been duly and validly executed and delivered by each such Seller, and (assuming due authorization, execution, execution and delivery by Buyer) this Agreement constitutes a legal, valid, valid and binding obligation of each such Seller enforceable against each of them such Seller in accordance with its terms, except as such enforceability is may be limited by bankruptcy, insolvency, reorganization, moratorium and other or similar Laws and principles of equity affecting creditors’ rights generally and remedies generally. When by general equity principles (the Assignment “Enforceability Limitations”) and each of the other Transaction Document Agreements to which Sellers are such Seller is or will be a party has been or will be duly and validly executed and delivered by Sellers such Seller, and (assuming due authorization, execution, execution and delivery by each the other party or parties thereto), the Assignment and such other Transaction Documents ) constitutes or will constitute a legal legal, valid and binding obligation of each such Seller enforceable against it such Seller in accordance with its terms, except as such enforceability is may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and principles of equity affecting creditors’ rights and remedies generallythe Enforceability Limitations.

Organization and Authority of Sellers. (a) Each Seller that of the Sellers is an entity is a corporation, general partnership duly incorporated or limited liability company, as applicable, duly organized, validly existing and and, where applicable, in good standing under the Laws laws of the jurisdiction of its state of incorporation or organization. Each Seller , and has full corporate, general partnership or limited liability company, as applicable, all necessary power and authority to enter into into, execute and deliver this Agreement, the Assignment Agreement and the other Transaction Documents each Related Agreement to which such 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. . (b) The execution and delivery by each Seller that is an entity Sellers of this Agreement and the Assignment and any other Transaction Document to which such Seller is a partyAgreement, the performance by such Seller Sellers of its their obligations hereunder and thereunder and the consummation by such Seller Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporateaction (including director and shareholder actions, general partnership or limited liability company action if any) on the part of such SellerSellers. This Agreement has been duly executed and delivered by each Seller, Sellers and (assuming due authorization, execution, and delivery by Buyer) this Agreement constitutes a legal, valid, valid and binding obligation of each Seller Sellers enforceable against each of them in accordance with its terms, except as such enforceability is limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium and other fraudulent conveyance or similar Laws and principles of equity laws relating to or affecting creditors’ rights generally and remedies generallysubject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery by Sellers of each Related Agreement, the performance by Sellers of their obligations thereunder and the consummation by Sellers of the transactions contemplated hereby have been duly authorized by all requisite action (including director and shareholder actions, if any) on the part of Sellers. When the Assignment and each other Transaction Document Each Related Agreement to which Sellers are or a Seller will be a party has will, at Closing, have been duly executed and delivered by Sellers (assuming due authorization, execution, such Seller and delivery by each other party thereto), the Assignment and such other Transaction Documents will constitute at Closing a legal legal, valid and binding obligation of each such Seller enforceable against it in accordance with its terms, except as such enforceability is limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium and other fraudulent conveyance or similar Laws and principles of equity laws relating to or affecting creditors’ rights generally and remedies generallysubject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organization and Authority of Sellers. Each Seller that is an entity Parent is a corporationcorporation duly organized, general partnership or limited liability company, as applicable, validly existing and in good standing under the Laws of the State of Georgia. Each of Canada Holdco and UK Holdco is a company duly organized, validly existing and in good standing under the Laws of its state respective jurisdiction of organizationformation. Each Seller of Sellers has full corporate, general partnership or limited liability company, as applicable, corporate power and authority to enter into this Agreement, the Assignment Agreement and the other Transaction Documents to which each such Seller Person is a party, to carry out its each such Person’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller that is an entity of Sellers of this Agreement and the Assignment and any other Transaction Document to which each such Seller Person is a party, the performance by each such Seller Person of its obligations hereunder and thereunder and the consummation by each such Seller Person of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate, general partnership or limited liability company corporate action on the part of each such SellerPerson. This Agreement has been duly executed and delivered by each Sellerof Sellers, and (assuming due authorization, execution, execution and delivery by Buyereach other party thereto) this Agreement constitutes a legal, valid, valid and binding obligation of each Seller such Person enforceable against each of them it in accordance with its terms, except as such enforceability is limited by subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization and other similar Laws laws affecting the rights of creditors generally, and principles to the exercise of equity affecting creditors’ rights and remedies generallya court’s equitable powers. When the Assignment and each Each other Transaction Document to which each of Sellers are or will be is a party has been duly executed and delivered by Sellers each such Person, and (assuming due authorization, execution, execution and delivery by each other party thereto), the Assignment and ) such other Transaction Documents Document will constitute a legal and binding obligation of each Seller such Person enforceable against it in accordance with its terms, except as such enforceability is limited by subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization and other similar Laws laws affecting the rights of creditors generally, and principles to the exercise of equity affecting creditors’ rights and remedies generallya court’s equitable powers.

Organization and Authority of Sellers. (a) Each Seller that is an entity is a corporation, general partnership or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of its state of organization. Each ; (ii) each Seller has full corporate, general partnership or limited liability company, as applicable, company power and authority to enter into this Agreement, the Assignment Restructuring Documents and the other Transaction Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The ; and (iii) the execution and delivery by each Seller that is an entity of this Agreement Agreement, the Restructuring Documents and the Assignment and any each other Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate, general partnership or limited liability company action on the part of such Seller. . (b) This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution, execution and delivery by Buyer) this Agreement constitutes a legal, valid, and binding obligation of each Seller Seller, enforceable against each of them Seller in accordance with its terms, except as such enforceability is to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar Laws and principles of equity laws affecting creditors’ rights generally and remedies generallyby general equitable principles. When the Assignment and each other Transaction Document to which Sellers are or will be each Seller is a party has been duly executed and delivered by Sellers such Seller (assuming due authorization, execution, execution and delivery by each other party thereto), the Assignment and each such other Transaction Documents Document will constitute a legal and binding obligation obligations of each Seller such Seller, enforceable against it such Seller in accordance with its terms, except as such enforceability is to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar Laws and principles of equity laws affecting creditors’ rights generally and remedies generallyby general equitable principles. Prior to the Closing, the Restructuring Documents were duly executed and delivered by each Seller and each other party thereto, and, as of the execution and delivery thereof by each such Seller and each other party thereto, the Restructuring Documents constitute legal and binding obligations of such Seller, enforceable against such Seller in accordance with its terms, except to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles.

Organization and Authority of Sellers. Each Seller that is an entity is a corporation, general partnership or limited liability company, as applicable, corporation duly organizedincorporated, validly existing and in good standing under the Laws of the jurisdiction of its state of organizationincorporation. Each Seller is a corporation duly qualified or licensed as a foreign corporation and is in good standing in each jurisdiction in which its right, title or interest in or to any Purchased Assets makes such qualification necessary, except where the failure to be so duly qualified or licensed would not have a Material Adverse Effect. Each Seller has full corporate, general partnership or limited liability company, as applicable, all requisite corporate power and authority to enter into this Agreementinto, consummate the Assignment transactions contemplated by, and carry out its respective obligations under, each of the other Transaction Documents to which it is a party. The execution and delivery by each Seller of the Transaction Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate party (or the transactions contemplated hereby and thereby. The execution and delivery by applicable Affiliate of the Seller of each Seller that is an entity of this Agreement and the Assignment and any other Transaction Document Documents to which such the Seller or the applicable Affiliate of the Seller is a party, the performance by such Seller of its obligations hereunder and thereunder ) and the consummation by such Seller (or the applicable Affiliate of such Seller) of the transactions contemplated hereby by, and thereby the performance by such Seller (or the applicable Affiliate of such Seller) of its respective obligations under, the Transaction Documents have been duly authorized by all requisite corporate, general partnership or limited liability company action on the part of such Seller (or the applicable Affiliate of such Seller). This Agreement has been Upon their execution and delivery the Transaction Documents will be, duly executed and delivered by each Seller, and (assuming Seller to the extent a party thereto. Assuming due authorization, execution, execution and delivery by Buyer) this Agreement constitutes a the other parties thereto, and upon execution and delivery thereof, the Transaction Documents will constitute, the legal, valid, valid and binding obligation of each Seller to the extent a party thereto (or the applicable Affiliate of the Seller of the Transaction Documents to which the applicable Affiliate of the Seller is a party), enforceable against each such Seller (or the applicable Affiliate of them such Seller) in accordance with its their terms, except as such enforceability is limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium and other rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws and principles of equity now or hereafter in effect relating to or affecting creditors’ rights and remedies generally. When generally and subject, as to enforceability, to the Assignment and each other Transaction Document to which Sellers are effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or will be a party has been duly executed and delivered by Sellers at law) (assuming due authorization, execution, and delivery by each other party theretothe “Enforceability Exceptions”), the Assignment and such other Transaction Documents will constitute a legal and binding obligation of each Seller enforceable against it in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and principles of equity affecting creditors’ rights and remedies generally.

Organization and Authority of Sellers. (a) Each Seller that is an entity of Showco and Vari-Lite is a corporation, general partnership or limited liability company, as applicable, corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Clearsho is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware. Each of Showco and Vari-Lite has delivered to Buyer a true, complete and correct copy of its state certificate of organizationincorporation and bylaws as presently in effect and a true, complete and correct copy of the certificate of formation of Clearsho. Clearsho is not governed by any agreement, regulation or bylaw other than its certification of formation and its operating agreement, dated November 16, 2000, a true and complete copy of which has been delivered to Buyer (the "Operating Agreement"). (b) Each Seller of Showco and Vari-Lite has full corporate, general partnership or limited liability company, as applicable, all requisite corporate power and authority to enter into this Agreement, the Assignment Escrow Agreement and any instrument and agreement contemplated herein required to be executed and delivered by it pursuant to this Agreement (collectively, the other Transaction Documents to which such Seller is a party"Showco Related Instruments"), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery by each Seller that is an entity performance of this Agreement and the Assignment and any other Transaction Document Showco Related Instruments to which such Seller it is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized by all requisite corporate, general partnership or limited liability company necessary action on the part of such SellerShowco and Vari-Lite. This Agreement has been been, and each Showco Related Instrument to which it is a party when executed and delivered will be, duly executed and delivered by each Sellerof Showco and Vari-Lite and constitutes, or when executed and (assuming due authorizationdelivered will constitute, execution, and delivery by Buyer) this Agreement constitutes a legal, valid, the valid and binding obligation of each Seller enforceable against each of them in accordance with its termsShowco and Vari-Lite, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and principles of equity affecting creditors’ rights and remedies generally. When the Assignment and each other Transaction Document to which Sellers are or will be a party has been duly executed and delivered by Sellers (assuming due authorization, execution, and delivery by each other party thereto), the Assignment and such other Transaction Documents will constitute a legal and binding obligation of each Seller enforceable against it in accordance with its terms, except as that (i) such enforceability is limited by enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar laws, now or hereafter in effect, relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other similar Laws forms of equitable relief may be subject to equitable defenses and principles to the discretion of equity affecting creditors’ rights the court before which any proceeding therefor may be brought. Each of Showco and remedies generallyVari-Lite has delivered to Buyer a true, complete and correct copy of resolutions duly and validly adopted by its Board of Directors and, in the case of Showco, by Vari-Lite as its sole stockholder, evidencing its authorization of the execution and delivery of this Agreement and the Showco Related Instruments to which it is a party, and the consummation of the transactions contemplated hereby and thereby (which resolutions have not been modified, revoked or rescinded in any respect).

Organization and Authority of Sellers. Each If such Seller that is an entity (other than a trust), (a) such Seller is a corporation, general partnership or limited liability company, as applicable, duly organized, validly existing and in good standing (if applicable) under the Laws of the jurisdiction of its state of incorporation or organization. Each , (b) such Seller has full corporate, general partnership or limited liability company, as applicable, the requisite company power and authority to enter into execute and deliver this AgreementAgreement and each other Transaction Document to be executed and delivered by such Seller pursuant hereto and to consummate the Transactions, and (c) the Assignment execution and delivery by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party, to carry out its obligations hereunder be executed and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller that is an entity of this Agreement and the Assignment and any other Transaction Document to which such Seller is a party, the performance delivered by such Seller of its obligations hereunder and thereunder pursuant hereto and the consummation by such Seller of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate, general partnership or limited liability necessary company action on the part of such Seller. This If such Seller is an individual or a trust, such Seller has the requisite power and authority to execute and deliver this Agreement has been duly and each other Transaction Document to be executed and delivered by each Seller, such Seller pursuant hereto and (assuming to consummate the Transactions. Assuming due authorization, execution, execution and delivery by Buyer) each of the other Parties, this Agreement constitutes a legal, validconstitutes, and when executed and delivered, the other Transaction Documents to be executed and delivered by such Seller pursuant hereto will constitute, valid and binding obligation agreements of each Seller such Seller, enforceable against each of them such Seller in accordance with its their respective terms, except as such enforceability is may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar Laws and principles of equity affecting creditors’ ' rights generally and remedies generally. When the Assignment and each other Transaction Document to which Sellers are by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or will be a party has been duly executed and delivered by Sellers (assuming due authorization, execution, and delivery by each other party theretoin equity), the Assignment and such other Transaction Documents will constitute a legal and binding obligation of each Seller enforceable against it in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and principles of equity affecting creditors’ rights and remedies generally.

Organization and Authority of Sellers. Each (a) U.S. Seller that is an entity is a corporation, general partnership or limited liability company, as applicable, corporation duly organized, validly existing and in good standing under the Laws of its the state of organizationDelaware. Non-U.S. Seller is a besloten vennootschap met beperkte aansprakelijkheid duly organized and validly existing under the Laws of the Netherlands. Each Seller has full corporate, general partnership or limited liability company, as applicable, all requisite corporate power and authority to enter into this Agreement, Agreement and each of the Assignment and the other Transaction Documents Ancillary Agreements to which such 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. thereby (including all power and authority to sell, assign, transfer and convey the Shares as provided by this Agreement). (b) The execution and delivery by each Seller that is an entity of this Agreement and the Assignment and any other Transaction Document Ancillary Agreements to which such Seller it is or will be a party, the performance by such each Seller of its obligations hereunder and thereunder and the consummation by such each Seller of the transactions contemplated hereby and thereby thereby, as applicable, have been duly and validly authorized and approved by all requisite corporate, general partnership corporate or limited liability company other similar action on the part of such each Seller. . (c) This Agreement has been duly and validly executed and delivered by each Seller, and (assuming due authorization, execution, execution and delivery by Buyer) this Agreement constitutes a legal, valid, valid and binding obligation of each such Seller enforceable against each of them such Seller in accordance with its terms, except as such enforceability is may be limited by bankruptcy, insolvency, reorganization, moratorium and other or similar Laws and principles of equity affecting creditors’ rights generally and remedies generally. When by general equity principles (the Assignment and each other Transaction Document “Enforceability Limitations”). (d) Each of the Ancillary Agreements to which Sellers are each Seller is or will be a party has been or will be duly and validly executed and delivered by Sellers such Seller, and (assuming due authorization, execution, execution and delivery by each the other party or parties thereto), the Assignment and such other Transaction Documents ) constitutes or will constitute a legal legal, valid and binding obligation of each such Seller enforceable against it such Seller in accordance with its terms, except as such enforceability is may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and principles of equity affecting creditors’ rights and remedies generallythe Enforceability Limitations.

Organization and Authority of Sellers. Each (a) As set forth in Section 3.1(a) of the Sellers’ Disclosure Schedules under the heading “Organization,” such Seller that is an entity is a corporationsociedad anónima bursátil de capital variable, general partnership sociedad anónima de capital variable or limited liability company, as applicablethe case may be, duly organized, validly existing and in good standing and, to the extent the concept exists under the Laws of its state of organization, in good standing under such Laws. Each Assuming the due adoption of this Agreement by the affirmative vote or consent of the holders of a majority of the outstanding shares of Class A common stock of Vitro, such Seller has full corporate, general partnership or limited liability company, as applicable, all requisite corporate power and authority to enter into this Agreement, Agreement and each of the Assignment and the other Transaction Documents Ancillary Agreements to which such 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. thereby (including all power and authority to sell, assign, transfer and convey its Equity Interests as provided by this Agreement). (b) The execution and delivery by each such Seller that is an entity of this Agreement and the Assignment and any other Transaction Document Ancillary Agreements to which such Seller it is or will be a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate, general partnership or limited liability company corporate action on the part of such Seller. . (c) This Agreement has been duly and validly executed and delivered by each Seller, such Seller and (assuming due authorization, execution, execution and delivery by Buyer) this Agreement constitutes a legal, valid, valid and binding obligation of each such Seller enforceable against each of them such Seller in accordance with its terms, except as such enforceability is may be limited by bankruptcy, insolvency, reorganization, moratorium and other or similar Laws and principles of equity affecting creditors’ rights generally and remedies generally. When by general equity principles (the Assignment and each other Transaction Document “Enforceability Limitations”). (d) Each of the Ancillary Agreements to which Sellers are such Seller is or will be a party has been or will be duly and validly executed and delivered by Sellers such Seller, and (assuming due authorization, execution, execution and delivery by each the other party or parties thereto), the Assignment and such other Transaction Documents ) constitutes or will constitute a legal legal, valid and binding obligation of each such Seller enforceable against it such Seller in accordance with its terms, except as such enforceability is may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and principles of equity affecting creditors’ rights and remedies generallythe Enforceability Limitations.