Common use of Organization of Seller; Authority Clause in Contracts

Organization of Seller; Authority. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite corporate power and corporate authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and each of its Affiliates of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller and its Affiliates. This Agreement has been (and each such Ancillary Agreement, upon execution and delivery, will be) duly executed and delivered by Seller and each of its Affiliates party thereto and constitutes (and each such Ancillary Agreement, upon execution and delivery, will constitute) a valid and binding obligation of Seller and each of its Affiliates a party thereto, enforceable against Seller and each of its Affiliates a party thereto in accordance with its and their respective terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Organization of Seller; Authority. Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware, and has all requisite corporate power and corporate authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and each of its Affiliates of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller, and no other acts or proceedings on the part of Seller, including stockholder approval, are necessary for Seller and its Affiliatesto authorize this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby. This Agreement has been (and each such Ancillary Agreement, upon execution and delivery, will be) duly executed and delivered by Seller and each of its Affiliates a party thereto and constitutes (and each such Ancillary Agreement, upon execution and delivery, will constitute) a valid and binding obligation of Seller and each of its Affiliates a party thereto, enforceable against Seller and each of its Affiliates a party thereto in accordance with its and their respective terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Organization of Seller; Authority. Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware, and has all requisite corporate power and corporate authority to enter into this Agreement Agreement, the Transition Agreement, the Restructuring Documents and each of the Ancillary Agreementsother agreement, instrument, certificate or document contemplated hereby or thereby or to be executed in connection with the consummation of the transactions contemplated hereby or thereby (collectively, the "Transaction Documents"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and each of its Affiliates of this Agreement and each of the Ancillary Agreements Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller and its AffiliatesSeller. This Agreement has been (and each such Ancillary Agreementthe other Transaction Documents, upon execution and delivery, will be) duly executed and delivered by Seller and each of its Affiliates party thereto and constitutes (and each such Ancillary Agreementthe other Transaction Documents, upon execution and delivery, will constitute) a valid and binding obligation of Seller and each of its Affiliates a party theretoSeller, enforceable against Seller and each of its Affiliates a party thereto in accordance with its and their respective terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Organization of Seller; Authority. Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware, and has all requisite corporate power and corporate authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and each of its Affiliates of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller, and no other acts or proceedings on the part of Seller, including stockholder approval, are necessary for Seller and its Affiliatesto authorize this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby. This Agreement has been (and each such Ancillary Agreement, upon execution and delivery, will be) duly executed and delivered by Seller and each of its Affiliates a party thereto and constitutes (and each such Ancillary Agreement, upon execution and delivery, will constitute) a valid and binding obligation of Seller and each of its Affiliates a party thereto, enforceable against Seller and each of its Affiliates a party thereto in accordance with its and their respective terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Organization of Seller; Authority. Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware, and has all requisite corporate power and corporate authority to enter into this Agreement and such of the Ancillary AgreementsAgreements to which Seller is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and each of its Affiliates of this Agreement and each by Seller or the Company of the such Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, thereby have been duly authorized by all necessary corporate action on the part of Seller and its Affiliatesor the Company, as the case may be. This Agreement has been (and each such Ancillary Agreement, Agreement upon execution and delivery, delivery will be) duly executed and delivered by Seller and each of its Affiliates such party thereto and constitutes (and each such Ancillary Agreement, upon execution and delivery, will constitute) a valid and binding obligation of such of Seller and each of its Affiliates the Company as is a party thereto, enforceable against Seller and each of its Affiliates a such party thereto in accordance with its and their respective terms, except that (i) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Lawslaws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Organization of Seller; Authority. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of DelawareConnecticut, and has all requisite corporate power and corporate authority to enter into this Agreement and the Ancillary AgreementsAgreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and each of its Affiliates of this Agreement and each of the Ancillary Agreements to which it is a partyAgreements, and the consummation of the transactions contemplated hereby and thereby, thereby have been duly authorized by all necessary corporate action on the part of Seller and its AffiliatesSeller. This Agreement has been (and each such Ancillary Agreement, upon execution and delivery, will be) duly executed and delivered by Seller and each of its Affiliates party thereto and and, assuming that this Agreement constitutes (and each such Ancillary Agreement, upon execution and delivery, will constitute) a valid and binding obligation of Seller Buyer, constitutes a valid and each binding obligation of its Affiliates a party theretoSeller, enforceable against Seller and each of its Affiliates a party thereto in accordance with its and their respective terms, except that (i) such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Lawslaws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (collectively, the remedy "Enforceability Exceptions"). Each of specific performance the Ancillary Agreements will be duly executed and injunctive delivered by Seller as of the Closing and, assuming that each such Agreement constitutes a valid and binding obligation of the other forms parties thereto (other than any subsidiary of equitable relief Seller), will constitute a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that such enforcement may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.