Common use of Validity of Agreement; Authorization Clause in Contracts

Validity of Agreement; Authorization. The Sellers have the power to enter into this Agreement and to carry out their obligations hereunder. The execution and delivery of this Agreement and the performance of their obligations hereunder have been duly authorized by the Management Committees of LLC1, LLC2 and Holdco and the Board of Directors of Seller Parent, and no other proceedings on the part of the Sellers are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed by the Sellers and constitutes the Sellers' valid and binding obligation enforceable against the Sellers in accordance with its terms (except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar law affecting the enforcement of creditors' rights generally or by general equitable principles).

Validity of Agreement; Authorization. The Sellers have Seller has the requisite power and authority to enter into this Agreement and to carry out their its obligations hereunder. The execution and delivery of this Agreement and the performance of their its obligations hereunder have been duly authorized by the Management Committees of LLC1, LLC2 and Holdco and the Board of Directors of the Seller Parent, and no other proceedings on the part of the Sellers are Seller is necessary to authorize such execution, delivery and performance. This Agreement has been duly executed and delivered by the Sellers Seller and constitutes the Sellers' Seller’s valid and binding obligation enforceable against the Sellers Seller in accordance with its terms (terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar law affecting the enforcement of creditors' ’ rights generally or by general equitable principles)generally.

Validity of Agreement; Authorization. The Sellers have Buyer has the requisite power and authority to enter into this Agreement and to carry out their its obligations hereunder. The execution and delivery of this Agreement by the Buyer and the performance of their the Buyer’s obligations hereunder have been duly authorized by the Management Committees of LLC1, LLC2 and Holdco and the Board of Directors of Seller Parentthe Buyer, and no other proceedings on the part of the Sellers Buyer are necessary to authorize such the execution, delivery and performance. This Agreement has been duly executed and delivered by the Sellers Buyer and constitutes the Sellers' valid and binding obligation of the Buyer enforceable against the Sellers Buyer in accordance with its terms (except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar law laws affecting the enforcement of creditors' ’ rights generally or by general equitable principles)generally.

Validity of Agreement; Authorization. The Sellers have Seller has the power and authority to enter into this Agreement and to carry out their its obligations hereunder. The execution and delivery of this Agreement and the performance of their Seller’s obligations hereunder have been duly authorized by the Management Committees of LLC1, LLC2 and Holdco and the Board of Directors of Seller ParentSeller, and no other proceedings on the part of the Sellers Seller are necessary to authorize such execution, delivery and performance. This Agreement has been is duly executed and delivered by the Sellers Seller, and constitutes the Sellers' Seller’s valid and binding obligation enforceable against the Sellers Seller in accordance with its terms (except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar law affecting the enforcement of creditors' ’ rights generally or by general equitable principles).