Common use of Organization and Authority of Sellers Clause in Contracts

Organization and Authority of Sellers. For any Seller that is an entity, such Seller is duly organized, validly existing and in good standing under the Laws of the state of its incorporation or organization. Seller has full corporate or company power and authority to enter into this Agreement and the 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 Ancillary 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 or 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. When each other 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 Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Organization and Authority of Sellers. For any Seller that is an entity, such Each entity Seller is duly organized, validly existing and in good standing under the Laws of the state of its incorporation or organizationformation. Each entity Seller has full corporate or company organizational power and authority to enter into this Agreement and each of the Ancillary 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 of this Agreement and any each Ancillary 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 or company organizational 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 Buyereach other party hereto) this Agreement constitutes a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms. When each other Ancillary Document to which each Seller is or will be a party has have been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), each such Ancillary Document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms.

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

Organization and Authority of Sellers. For any Seller that Each of the Sellers is an entity, such Seller is a corporation duly organized, organized and validly existing and in good standing under the Laws of Ontario. Each of the state of its incorporation or organization. Seller Sellers has full corporate or company power and authority to enter into this Agreement and the Ancillary 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 each Seller of this Agreement and any Ancillary other Transaction Document to which each Seller is a party, the performance by each Seller of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or company action on the part of each Seller. This Agreement has been duly executed and delivered by Seller, each Seller and (assuming due authorization, execution execution, and delivery by BuyerBuyers) this Agreement constitutes a legal, valid valid, and binding obligation of each Seller enforceable against each Seller in accordance with its terms. When each other Ancillary Transaction Document to which each Seller is or will be a party has been duly executed and delivered by each Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of each Seller enforceable against it in accordance with its termsterms 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’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organization and Authority of Sellers. For any Seller that is an entity, such Seller is duly organized, validly existing and in good standing under the Laws of the state of its incorporation or organization. Each Seller has full corporate or company power and authority to enter into this Agreement and the Ancillary 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 of this Agreement and any Ancillary Document to which such Seller is a party, the performance by each Seller of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or 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 and binding obligation of each Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors’ rights generally. When each other Ancillary Document to which each Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution execution, and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms.