Common use of Validity of Agreement; Authorization Clause in Contracts

Validity of Agreement; Authorization. The Seller has the requisite power and authority to enter into the Transaction Documents to which it is a party, and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents and the performance of the Seller’s obligations thereunder have been duly authorized by the board of managers, board of directors or similar governing body of the Seller and no other proceedings on the part of the Seller is necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which the Seller is a party has been duly executed and delivered by the Seller and constitutes the Seller’s valid and binding obligation, enforceable against the Seller in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception).

Validity of Agreement; Authorization. The Seller has the requisite power and authority to enter into the Transaction Documents to which it is a party, and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents and the performance of the Seller’s obligations thereunder have been duly authorized by the board of managers, board of directors or similar governing body of the Seller and no other proceedings action on the part of the Seller is necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which the Seller is a party has been duly executed and delivered by the Seller and constitutes the Seller’s valid and binding obligation, enforceable against the Seller in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception).

Validity of Agreement; Authorization. The Each Seller has the requisite power and authority to enter into the Transaction Documents to which it is a party, and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents and the performance of the such Seller’s obligations thereunder have been duly authorized by the board of managers, board of directors or similar governing body of the Seller and no other proceedings on the part of the such Seller is necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which the such Seller is a party has been duly executed and delivered by the such Seller and constitutes the such Seller’s valid and binding obligation, enforceable against the such Seller in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception).

Validity of Agreement; Authorization. The Seller has the all requisite limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, and to carry out perform its obligations hereunder and thereunder. The execution and delivery of the this Agreement and such other Transaction Documents and the performance by Seller of the Seller’s its obligations hereunder and thereunder have been duly authorized by the board Board of managersManagers of Seller, board of directors or similar governing body of the Seller and no other proceedings on the part of the Seller is are necessary to authorize such execution, delivery and performance. Each of This Agreement and the other Transaction Documents to which the Seller is a party has have been duly executed and delivered by the Seller and constitutes the constitute Seller’s valid and binding obligation, obligation enforceable against the Seller in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception)terms.