Common use of Organization and Authority of the Seller Clause in Contracts

Organization and Authority of the Seller. The Seller is duly organized, validly existing and in good standing under the Laws of the state of organization of the Seller. The Seller has full 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 the Seller of this Agreement and any Ancillary Document to which each such Seller is a party, the performance by the Seller of its obligations hereunder and thereunder, and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution, and delivery by Buyer) this Agreement constitutes a legal, valid, and binding obligation of the Seller enforceable against each such Seller in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. When each Ancillary Document to which the Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, 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, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

Organization and Authority of the Seller. The Each Seller that is a business organization is duly organized, validly existing and in good standing under the Laws of the state of organization of the such Seller. The Each Seller has full 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 the each Seller of this Agreement and any Ancillary Document to which each such Seller is a party, the performance by the each Seller of its obligations hereunder and thereunder, and the consummation by the each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each such Seller. This Agreement has been duly executed and delivered by the each Seller, and (assuming due authorization, execution, and delivery by Buyer) this Agreement constitutes a legal, valid, and binding obligation of the Seller Sellers enforceable against each such Seller in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. When each Ancillary Document to which the any Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, 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, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

Organization and Authority of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the state State of organization of the Seller. The Seller Delaware and has full corporate 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 the Seller of this Agreement and any Ancillary Document the other Transaction Documents to which each such Seller it is a party, the performance by the Seller of its obligations hereunder and thereunder, and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Sellercorporate action. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution, execution and delivery by the Buyer) this Agreement constitutes constitutes, and each Transaction Document when executed and delivered by the Seller and each Subsidiary party thereto, and, assuming the due authorization, execution and delivery of such Transaction Document by the Buyer or its applicable Affiliate, will constitute, a legal, valid, valid and binding obligation of the Seller and the applicable Subsidiary, enforceable against the Seller or each such Seller Subsidiary, as applicable, in accordance with its terms. Except as set forth on Schedule 4.1, except as limited by bankruptcy, insolvency no vote or other laws approval of general application relating to the stockholders of Seller or affecting any Subsidiary is required in connection with the enforcement of creditors’ rights generally and general principles of equity. When each Ancillary Document to which the Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution, delivery or performance of this Agreement and delivery the Transaction Documents or to consummate the transactions contemplated by each other party thereto), such Ancillary Document will constitute a legal this Agreement and binding obligation of such Seller enforceable against it the Transaction Documents in accordance with its termsthe terms hereof and thereof, except as limited whether by bankruptcyreason of applicable Law, insolvency the organizational documents of Seller or other laws any Subsidiary, the rules or requirements of general application relating to any securities exchange, or affecting the enforcement of creditors’ rights generally and general principles of equityotherwise.