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. 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.