Common use of Due Authorization, Execution and Delivery; Enforceability Clause in Contracts

Due Authorization, Execution and Delivery; Enforceability. Seller has the requisite corporate power and authority to enter into this Agreement, to carry out each of its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action of Seller and its shareholders or members, as applicable. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Due Authorization, Execution and Delivery; Enforceability. Seller Each Buyer has the requisite corporate power and authority to enter into this Agreement, to carry out each of its obligations hereunder and to consummate the transactions applicable to it that are contemplated hereby. The execution and delivery by Sellereach Buyer of this Agreement, the performance by Seller such Buyer of its obligations hereunder and the consummation by Seller Buyer of the transactions applicable to it that are contemplated hereby have been duly authorized by all requisite corporate action of Seller and its shareholders or members, as applicableaction. This Agreement has been duly executed and delivered by Seller each Buyer and constitutes the legal, valid and binding obligation of Sellereach Buyer, enforceable against Seller such Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Due Authorization, Execution and Delivery; Enforceability. Each Seller has the requisite corporate power and authority to enter into this Agreement, to carry out each of its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by each Seller, the performance by each Seller of its obligations hereunder hereunder, and the consummation by each Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action of each Seller and each of its shareholders or members, as applicableparent entities. This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Due Authorization, Execution and Delivery; Enforceability. (a) Each Seller has the requisite corporate power and authority to enter into this Agreement, to carry out each of its obligations hereunder and to consummate the transactions applicable to it that are contemplated hereby. The execution and delivery by Sellereach Seller of this Agreement, the performance by such Seller of its obligations hereunder and the consummation by such Seller of the transactions contemplated hereby that are applicable to such Seller have been duly authorized by all requisite corporate action of Seller and its shareholders or members, as applicableaction. This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid and binding obligation of each Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).