Common use of Authority; Validity; Consents Clause in Contracts

Authority; Validity; Consents. The Buyer has the requisite corporate power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Buyer is (or will be) a party and to consummate the transactions contemplated hereby and thereby and the execution, delivery and performance of this Agreement and such other Transaction Documents by the Buyer and the consummation by the Buyer of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate action on the part of the Buyer. This Agreement has been duly and validly executed and delivered by the Buyer and each other Transaction Document required to be executed and delivered by the Seller at the Closing will be duly and validly executed and delivered by the Buyer at the Closing. This Agreement and the other Transaction Documents to which the Seller is (or will be) a party constitute the legal, valid and binding obligations of the Seller, enforceable against the Buyer in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity.

Authority; Validity; Consents. The Buyer Seller has the requisite corporate power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Buyer Seller is (or will be) a party and to consummate the transactions contemplated hereby and thereby and the execution, delivery and performance of this Agreement and such other Transaction Documents by the Buyer Seller and the consummation by the Buyer Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate action on the part of the BuyerSeller. This Agreement has been duly and validly executed and delivered by the Buyer Seller and each other Transaction Document required to be executed and delivered by the Seller at the Closing will be duly and validly executed and delivered by the Buyer Seller at the Closing. This Agreement and the other Transaction Documents to which the Seller is (or will be) a party constitute the legal, valid and binding obligations of the Seller, enforceable against the Buyer Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equityequity (other than with respect to the Chapter 11 Case).

Authority; Validity; Consents. The (a) Buyer has the requisite corporate limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Buyer it is (or will be) a party and to consummate the transactions contemplated hereby and thereby thereby, and the execution, delivery and performance of this Agreement and such the other Transaction Documents by the Buyer Buyer, and the consummation by the Buyer of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate action on the part of the Buyerlimited liability company actions in respect thereof. This Agreement has been duly and validly executed and delivered by the Buyer and each other Transaction Document required to be executed and delivered by the Seller Buyer at the Closing will be duly and validly executed and delivered by the Buyer at the Closing. This Agreement and the other Transaction Documents to which the Seller Buyer is (or will be) a party constitute (or, when entered into, will constitute) the legal, valid and binding obligations obligation of the SellerBuyer, enforceable against the Buyer in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equityequity and assuming the due execution by Seller.