Common use of Seller Authorization Clause in Contracts

Seller Authorization. (a) The execution and delivery by the Seller of this Agreement and the Ancillary Agreements (to which the Seller is or will be 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 are within the Seller’s organizational powers and have been duly authorized and approved by all requisite organizational action by the Seller, and no other organizational action on the part of the Seller is necessary to authorize and approve the execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements (to which the Seller is or will be a party) and the consummation by the Seller of the transactions contemplated hereby and thereby. (b) This Agreement has been, and the Ancillary Agreements (to which the Seller is or will be a party) will be, duly executed and delivered by the Seller. This Agreement (assuming due authorization, execution and delivery by Buyer) constitutes, and each Ancillary Agreement (to which Seller is or will be a party) will constitute when executed and delivered by a the Seller, the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).