Common use of Power and Authority; Execution and Delivery; Due Authorization Clause in Contracts

Power and Authority; Execution and Delivery; Due Authorization. The Seller has full power and authority (including full corporate or limited liability company power and authority) to execute and deliver this Agreement and each Ancillary Agreement to which the Seller is or is proposed to be a party and to perform its obligations hereunder and thereunder. This Agreement has been and each Ancillary Agreement to which the Seller is or is proposed to be a party has been (or, when executed and delivered, will have been) duly executed and delivered by the Seller and, assuming the due and valid authorization, execution, and delivery by each other party hereto or thereto, this Agreement constitutes and each Ancillary Agreement to which the Seller is or is proposed to be a party constitutes (or, when executed and delivered, will constitute) a legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms and conditions, except in each case as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. The execution, delivery, and performance of this Agreement and each Ancillary Agreement to which the Seller is or is proposed to be a party have been (or, when executed and delivered, will have been) duly authorized by all requisite corporate or limited liability company action on the part of the Seller.

Power and Authority; Execution and Delivery; Due Authorization. The Seller Buyer has full corporate power and authority (including full corporate or limited liability company power and authority) to execute and deliver this Agreement and each Ancillary Agreement to which the Seller it is or is proposed to be a party and to perform its obligations hereunder and thereunder. This Agreement has been and each Ancillary Agreement to which the Seller Buyer is or is proposed to be a party has been (or, when executed and delivered, will have been) duly executed and delivered by the Seller Buyer and, assuming the due and valid authorization, execution, and delivery by each other party hereto or thereto, this Agreement constitutes and each Ancillary Agreement to which the Seller Buyer is or is proposed to be a party constitutes (or, when executed and delivered, will constitute) a legal, valid, and binding obligation of the SellerBuyer, enforceable against the Seller Buyer in accordance with its terms and conditions, except in each case as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. The execution, delivery, and performance of this Agreement and each Ancillary Agreement to which the Seller Buyer is or is proposed to be a party have been (or, when executed and delivered, will have been) duly authorized by all requisite corporate or limited liability company action on the part of the SellerBuyer.

Power and Authority; Execution and Delivery; Due Authorization. The Seller Each of the Buyer and the Parent has full power and authority (including full corporate or limited liability company other entity power and authority) to execute and deliver this Agreement and each Ancillary Agreement to which the Seller it is or is proposed to be a party and to perform its obligations hereunder and thereunder. This Agreement has been and each Ancillary Agreement to which the Seller Buyer and/or the Parent is or is proposed to be a party has been (or, when executed and delivered, will have been) duly executed and delivered by the Seller Buyer and/or the Parent (as applicable) and, assuming the due and valid authorization, execution, execution and delivery by each other party hereto or thereto, this Agreement constitutes and each Ancillary Agreement to which the Seller Buyer and/or the Parent is or is proposed to be a party constitutes (or, when executed and delivered, will constitute) a legal, valid, and binding obligation of the SellerBuyer and/or the Parent (as applicable), enforceable against the Seller Buyer and/or the Parent (as applicable) in accordance with its terms and conditions, except in each case as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equitythe Enforceability Exceptions. The execution, delivery, and performance of this Agreement and each Ancillary Agreement to which the Seller Buyer and/or the Parent is or is proposed to be a party have been (or, when executed and delivered, will have been) duly authorized by all requisite corporate or limited liability company action on the part of the SellerBuyer and the Parent.

Power and Authority; Execution and Delivery; Due Authorization. The Seller Buyer has full power and authority (including full corporate or limited liability company power and authority) to execute and deliver this Agreement and each Ancillary Agreement to which the Seller it is or is proposed to be a party and to perform its obligations hereunder and thereunder. This Agreement has been and each Ancillary Agreement to which the Seller Buyer is or is proposed to be a party has been (or, when executed and delivered, will have been) duly executed and delivered by the Seller Buyer and, assuming the due and valid authorization, execution, and delivery by each other party hereto or thereto, this Agreement constitutes and each Ancillary Agreement to which the Seller Buyer is or is proposed to be a party constitutes (or, when executed and delivered, will constitute) a legal, valid, and binding obligation of the SellerBuyer, enforceable against the Seller Buyer in accordance with its terms and conditions, except in each case as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. The execution, delivery, and performance of this Agreement and each Ancillary Agreement to which the Seller Buyer is or is proposed to be a party have been (or, when executed and delivered, will have been) duly authorized by all requisite corporate or limited liability company action on the part of the SellerBuyer.

Power and Authority; Execution and Delivery; Due Authorization. The Seller Such Seller, if an entity, has full power and authority (including full corporate or limited liability company other entity power and authority) ), and if an individual, has full legal capacity, in either case to execute and deliver this Agreement and each Ancillary Agreement to which the such Seller is or is proposed to be a party and to perform its obligations hereunder and thereunder. This Agreement has been and each Ancillary Agreement to which the such Seller is or is proposed to be a party has been (or, when executed and delivered, will have been) duly executed and delivered by the such Seller and, assuming the due and valid authorization, execution, execution and delivery by each other party hereto or thereto, this Agreement constitutes and each Ancillary Agreement to which the such Seller is or is proposed to be a party constitutes (or, when executed and delivered, will constitute) a legal, valid, and binding obligation of the such Seller, enforceable against the such Seller in accordance with its terms and conditions, except in each case as such enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally or and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the foregoing, the “Enforceability Exceptions”). The If such Seller is an entity, the execution, delivery, and performance of this Agreement and each Ancillary Agreement to which the such Seller is or is proposed to be a party have been (or, when executed and delivered, will have been) duly authorized by all requisite corporate or limited liability company other entity action on the part of the such Seller.