Common use of Organization and Authority of Sellers Clause in Contracts

Organization and Authority of Sellers. Each Seller is a corporation, general partnership or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of the State of Delaware. 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 Sellers are a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement and the Assignment and any other Transaction Document to which Sellers are a party, the performance by Sellers of their respective obligations hereunder and thereunder and the consummation by Sellers 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 each 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. 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.

Organization and Authority of Sellers. Each entity Seller is a corporation, general partnership or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of the State state of Delawareits formation. Each entity Seller has full corporate, general partnership or limited liability company, as applicable, organizational power and authority to enter into this Agreement, Agreement and each of the Assignment and the other Transaction Ancillary Documents to which Sellers are 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 Sellers each Seller of this Agreement and the Assignment and any other Transaction each Ancillary Document to which Sellers are such Seller is a party, the performance by Sellers such Seller of their respective its obligations hereunder and thereunder thereunder, and the consummation by Sellers such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate, general partnership or limited liability company organizational action on the part of each such Seller. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution, execution and delivery by Buyereach other party hereto) 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. When the Assignment and each other Transaction Ancillary Document to which Sellers are each Seller is or will be a party has have 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 Ancillary Document will constitute a legal and binding obligation of each such Seller enforceable against it in accordance with its terms.

Organization and Authority of Sellers. Each Seller GL is a corporation, general partnership or limited liability company, as applicable, company duly organized, validly existing and in good standing under the Laws of the State state of DelawareNevada. Each Seller GL has full corporate, general partnership or limited liability company, as applicable, company power and authority to enter into this Agreement, the Assignment Agreement and the other Transaction Ancillary Documents to which Sellers are GL is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Sxxxx has full power and authority to enter into this Agreement and the Ancillary Documents to which Sxxxx is a party, to carry out his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers GL of this Agreement and the Assignment and any other Transaction Ancillary Document to which Sellers are GL is a party, the performance by Sellers GL of their respective its obligations hereunder and thereunder thereunder, and the consummation by Sellers GL 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 each SellerGL. This Agreement has been duly executed and delivered by each SellerSxxxxxx, 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 Sellers in accordance with its terms. When the Assignment and each other Transaction Ancillary Document to which each Sellers are is or will be a party has been duly executed and delivered by such Sellers (assuming due authorization, execution, and delivery by each other party thereto, as applicable), the Assignment and such other Transaction Documents Ancillary Document will constitute a legal and binding obligation of each Seller such Sellers enforceable against it in accordance with its terms.

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

Organization and Authority of Sellers. Each For each Seller that is an entity, such Seller is a corporation, general partnership or limited liability company, as applicable, or other entity that is duly organized, validly existing and in good standing under the Laws of the State its respective jurisdiction of Delawareincorporation, formation or organization, as applicable. Each such Seller has full corporate, general partnership corporate or limited liability company, as applicable, company power and authority to enter into this Agreement, the Assignment Agreement and the other Transaction Ancillary Documents to which Sellers are 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 Sellers each such Seller of this Agreement and the Assignment and any other Transaction Ancillary Document to which Sellers are each such Seller is a party, the performance by Sellers such Seller of their respective its obligations hereunder and thereunder thereunder, and the consummation by Sellers such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate, general partnership corporate or limited liability company action on the part of each such Seller. 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, valid and binding obligation of each Seller enforceable against each of them Seller in accordance with its terms. When the Assignment and each other Transaction Ancillary Document to which Sellers are each Seller is or will be a party has been duly executed and delivered by Sellers each such Seller (assuming due authorization, execution, execution and delivery by each other party thereto), the Assignment and such other Transaction Documents Ancillary Document will constitute a legal and binding obligation of each such Seller enforceable against it in accordance with its termsterms and will not conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to such Seller.

Organization and Authority of Sellers. Each Seller of the Sellers is a corporation, general partnership or limited liability company, as applicable, corporation duly organized, organized and validly existing and in good standing under the Laws of the State of DelawareOntario. Each Seller of the 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 Sellers are 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 Sellers each Seller of this Agreement and the Assignment and any other Transaction Document to which Sellers are each Seller is a party, the performance by Sellers each Seller of their respective its obligations hereunder and thereunder thereunder, and the consummation by Sellers each Seller 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 Seller. This Agreement has been duly executed and delivered by each Seller, Seller and (assuming due authorization, execution, and delivery by BuyerBuyers) this Agreement constitutes a legal, valid, and binding obligation of each Seller enforceable against each of them Seller in accordance with its terms. When the Assignment and each other Transaction Document to which Sellers are each Seller is or will be a party has been duly executed and delivered by Sellers each Seller (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 enforceable against it in accordance with its terms.terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws now or hereafter in effect relating to or affecting creditors’