Common use of Power and Authorization; Enforceability Clause in Contracts

Power and Authorization; Enforceability. Each of the Sellers has all requisite right, power and authority to execute and deliver this Agreement and the other Transaction Documents, if any, to which such Seller is, or is specified to be, a party (collectively, the “Seller Transaction Documents”), to perform its obligations under this Agreement and under the Seller Transaction Documents and to carry out the Transaction. All necessary action has been taken by each Seller to authorize the execution, delivery and performance by it of this Agreement and each other Seller Transaction Document to which such Seller is a Party. Each Seller has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly executed and delivered each other Seller Transaction Document. Assuming that this Agreement and each of the other Seller Transaction Documents are valid and binding obligations of each of the other Parties hereto and thereto, this Agreement is, and each other Seller Transaction Document, when duly executed and delivered at or prior to the Closing by such Seller will be, the legal, valid and binding obligation of the Seller, enforceable against such Seller in accordance with its respective terms, except as the enforceability of such obligations may be limited by the Enforceability Exceptions.

Power and Authorization; Enforceability. Each of the Sellers The applicable Seller has all requisite right, power and authority to execute and deliver this Agreement and the other Transaction Documents, if any, to which such Seller or such Seller’s Affiliates is, or is specified to be, a party (collectively, the “Seller Transaction Documents”), to perform its obligations under this Agreement and under the Seller Transaction Documents and to carry out the Transaction. All necessary action has been taken by each such Seller to authorize the execution, delivery and performance by it of this Agreement and each other Seller Transaction Document to which such Seller is a Party. Each Such Seller has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly executed and delivered each other Seller Transaction Document. Assuming that this Agreement and each of the other Seller Transaction Documents are valid and binding obligations of each of the other Parties hereto and thereto, this Agreement is, and each other Seller Transaction Document, when duly executed and delivered at or prior to the Closing by such Seller will be, the legal, valid and binding obligation of the Seller, enforceable against such Seller in accordance with its respective terms, except as the enforceability of such obligations may be limited by the Enforceability Exceptions.

Power and Authorization; Enforceability. Each of the Sellers Such Seller has all requisite right, power and authority to execute and deliver this Agreement and the other Seller Transaction Documents, if any, Documents to which such Seller is, or it is specified to be, a party (collectively, the “Seller Transaction Documents”)party, to perform its obligations under this Agreement and under the Seller Transaction Documents and to carry out the Transactionwhich it is a party. All necessary action has been taken by each such Seller to authorize the execution, delivery and performance by it of this Agreement and each other Seller Transaction Document to which such Seller it is a Partyparty. Each Such Seller has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly executed and delivered each other Seller Transaction DocumentDocument to which it is a party. Assuming that this Agreement and each of the other Seller Transaction Documents to which such Seller is a party are valid and binding obligations of each of the other Parties hereto to this Agreement and theretoeach of the other Seller Transaction Documents, this Agreement is, and each other Seller Transaction DocumentDocument to which such Seller is a party, when duly executed and delivered at or prior to the Closing by such Seller will be, the legal, valid and binding obligation of the such Seller, enforceable against such Seller in accordance with its respective terms, except as the enforceability of such obligations objections may be limited by the Enforceability ExceptionsRemedies Exception.