Common use of Organization; Standing; Authorization; Capacity Clause in Contracts

Organization; Standing; Authorization; Capacity. (a) Each Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of their formation, with all requisite corporate or limited liability company power and authority to own and to conduct the Business as it is now being conducted. The execution, delivery and performance of this Agreement by Seller have been duly and effectively authorized by the board of directors or managers and the stockholders or members, as applicable, of each Seller, and no further action or other authorization or consent is required. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (b) The execution and delivery of this Agreement, and the Closing of the transactions contemplated by this Agreement, will not result in a breach, violation or default by Seller of or under any organizational documents (i.e., charter, bylaws, operating agreement, partnership agreement or similar document), judgment, decree, Contract, Permit, mortgage, credit agreement, indenture, Law, rule, regulation or statute applicable to Seller or to which Seller is a party or by which Seller is bound or result in the creation or imposition of any Liens (as defined below) with respect to the Assets or the Business.

Organization; Standing; Authorization; Capacity. (a) Each Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of their formation, with all requisite corporate or limited liability company power and authority to own and to conduct the Business as it is now being conducted. The execution, delivery and performance of this Agreement by the Seller have has been duly and effectively authorized by the board of directors or managers and the stockholders or members, as applicable, of each Seller, and no further action or other authorization or consent is required. This Agreement has been duly executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. (b) The execution and delivery of this Agreement, and the Closing of the transactions contemplated by this Agreement, will not result in a breach, violation or default by the Seller of or under any organizational documents (i.e., charter, bylaws, operating agreement, partnership agreement or similar document), judgment, decree, Contract, Permit, mortgage, credit agreement, indenture, Law, rule, regulation or statute applicable to the Seller or to which the Seller is a party or by which the Seller is bound or result in the creation or imposition of any Liens (as defined below) with respect to the Assets or the Business.