Organisation; Authorization; Validity Clause Samples

Organisation; Authorization; Validity. (a) Each Seller is duly organized and validly existing and registered under the Applicable Laws of its jurisdiction of organization. (b) Each Seller has full legal capacity, power and authority and has taken all corporate action required of it, to enter into this Agreement, carry out its obligations hereunder and consummate the transactions contemplated hereby. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby, have been duly authorized on the part of each Seller. (c) This Agreement has been duly executed and delivered by each Seller, and (assuming due and valid authorization, execution and delivery hereof by each Buyer) is a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally.