Common use of Organization, Authority and Qualification of the Seller Clause in Contracts

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Seller and its Board of Directors. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (b) equitable defenses.

Organization, Authority and Qualification of the Seller. The Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Delaware and has all necessary limited liability company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Seller and its Board of DirectorsSeller. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaserother parties hereto) this Agreement constitutes a legal, valid and binding obligation of the Seller, Seller enforceable against the Seller in accordance with its terms terms, except that such enforcement enforceability may be subject to (a) the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, fraudulent conveyance or transfer moratorium or other laws, now similar laws affecting or hereafter in effect, relating to or limiting creditors' the enforcement of creditors rights generally and (b) equitable defensesto general principles of equity.