Common use of Enforceability; Authority Clause in Contracts

Enforceability; Authority. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by the other party hereto, this Agreement constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Each Transaction Document executed by Seller as of the date hereof has been, and each Transaction Document to be executed by Seller will be upon execution, duly executed and delivered by Seller, and assuming the due authorization, execution and delivery of each such Transaction Document by the other party or parties thereto, each such Transaction Document is, or upon execution and delivery by Seller will be, the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Seller has the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the applicable Transaction Documents by the Seller and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company action on the part of Seller.

Enforceability; Authority. This Agreement has been duly executed and delivered by Seller the Buyer and, assuming the due authorization, execution and delivery of this Agreement by the other party parties hereto, this Agreement constitutes the valid and binding obligation of Seller the Buyer, enforceable against Seller it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Each Transaction Document executed by Seller the Buyer as of the date hereof has been, and each Transaction Document to be executed by Seller the Buyer will be upon executionexecution and delivery, duly executed and delivered by Sellerthe Buyer, and assuming the due authorization, execution and delivery of each such Transaction Document by the other party or parties thereto, each such Transaction Document is, or upon execution and delivery by Seller the Buyer will be, the valid and binding obligation of Seller the Buyer enforceable against Seller the Buyer in accordance 24 with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Seller The Buyer has the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the applicable Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution and delivery of this Agreement and the applicable Transaction Documents by the Seller Buyer, and the consummation by Seller the Buyer of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary limited liability company action on the part of Sellerthe Buyer.

Enforceability; Authority. This Agreement has been duly executed and delivered by such Seller and, assuming the due authorization, execution and delivery of this Agreement by the other party parties hereto, this Agreement constitutes the valid and binding obligation of each such Seller enforceable against such Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Each Transaction Document executed by such Seller as of the date hereof has been, and each Transaction Document to be executed by such Seller will be upon execution, duly executed and delivered by such Seller, and assuming the due authorization, execution and delivery of each such Transaction Document by the other party or parties thereto, each such Transaction Document is, or upon execution and delivery by such Seller will be, the valid and binding obligation of such Seller enforceable against such 12 Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Each Seller has the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the applicable Transaction Documents by the each Seller and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company action on the part of such Seller.

Enforceability; Authority. The board of directors of Buyer has approved and adopted this Agreement in accordance with the applicable Laws of the state of Buyer’s organization. The board of directors of Buyer has approved and adopted the Related Agreements to be entered into by Buyer as contemplated hereby. This Agreement has been duly executed and delivered by Seller Buyer and, assuming the due authorization, execution and delivery of this Agreement by the other party heretoDohmxx, this xxis Agreement constitutes the valid and binding obligation of Seller Buyer, enforceable against Seller Buyer in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws Laws affecting creditors generally and by general principles of equity (whether in a proceeding at law Law or in equity). Each Transaction Document Related Agreement executed by Seller Buyer as of the date hereof has been, and each Transaction Document Related Agreement to be executed by Seller Buyer will be upon execution, duly executed and delivered by SellerBuyer, and assuming the due authorization, execution and delivery of each such Transaction Document Related Agreement by the other party or parties theretoDohmxx, each xxch such Transaction Document Related Agreement is, or upon execution and delivery by Seller Buyer will be, the valid and binding obligation of Seller Buyer enforceable against Seller Buyer in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws Laws affecting creditors generally and by general principles of equity (whether in a proceeding at law Law or in equity). Seller Buyer has the all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents applicable Related Agreements to which it is a party and to perform its obligations hereunder and thereunder thereunder. The execution and delivery by Buyer of this Agreement and the applicable Related Agreements to consummate which it is a party, and the consummation by Buyer of the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the applicable Transaction Documents by the Seller and the consummation by Seller of the transactions contemplated hereby and thereby , have been duly authorized by all necessary limited liability company action on the part of SellerBuyer, its sole member and board of directors.

Enforceability; Authority. This Agreement has been duly executed and delivered by Seller the Buyer and, assuming the due authorization, execution and delivery of this Agreement by the other party parties hereto, this Agreement constitutes the valid and binding obligation of Seller the Buyer, enforceable against Seller it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Each Transaction Document executed by Seller the Buyer as of the date hereof has been, and each Transaction Document to be executed by Seller the Buyer will be upon executionexecution and delivery, duly executed and delivered by Sellerthe Buyer, and assuming the due authorization, execution and delivery of each such Transaction Document by the other party or parties thereto, each such Transaction Document is, or upon execution and delivery by Seller the Buyer will be, the valid and binding obligation of Seller the Buyer enforceable against Seller the Buyer in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Seller The Buyer has the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the applicable Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution and delivery of this Agreement and the applicable Transaction Documents by the Seller Buyer, and the consummation by Seller the Buyer of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary limited liability company corporate action on the part of Sellerthe Buyer.