Common use of Organization and Authority of Seller Clause in Contracts

Organization and Authority of Seller. Seller is a limited liability company or corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware. Seller has all necessary corporate or limited liability company (as applicable) power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the other Transaction Documents to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company (as applicable) action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by the other parties) this Agreement constitutes a 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). When the Transaction Documents to which Seller is or will be a party have been duly executed and delivered by Seller, the Transaction Documents (assuming due authorization, execution, and delivery by the other parties thereto) will constitute a legal and binding obligation of Seller enforceable against it 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).

Organization and Authority of Seller. Seller is a limited liability company or corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware. Seller has all necessary full corporate or limited liability company (as applicable) power and authority to enter into this Agreement and the other Transaction Documents to which it Seller is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the any other Transaction Documents Document to which it Seller is a party, the performance by Seller of its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company (as applicable) action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by the other partiesBuyer) this Agreement constitutes a legal, valid, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such to the extent the enforceability may be limited by (a) applicable Laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium or similar Laws laws, from time to time in effect affecting generally the enforcement of creditors’ rights generally and by remedies, and (b) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When the each other Transaction Documents Document to which Seller is or will be a party have has been duly executed and delivered by Seller, the Transaction Documents Seller (assuming due authorization, execution, execution and delivery by the each other parties party thereto) ), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such to the extent the enforceability may be limited by (a) applicable Laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium or similar Laws laws, from time to time in effect affecting generally the enforcement of creditors’ rights generally and by remedies, and (b) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Seller. Seller is a limited liability company or corporation duly organized, validly existing and in good standing under the Laws laws of the state State of Delaware. Seller has all necessary Wisconsin, with corporate or limited liability company (power to own its properties and conduct its business as applicable) power now conducted by it and authority to enter into this Agreement and the other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunderinto, and to consummate perform its obligations under, this Agreement, including without limitation to own, hold, sell and transfer (pursuant to this Agreement) the transactions contemplated hereby and therebyShares. The execution and delivery by Seller of this Agreement and the other Transaction Documents to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate or limited liability company (as applicable) action on the part of Seller. This , and this Agreement has been duly executed and delivered by SellerSeller and, and (assuming due authorization, execution and delivery by the other parties) this Agreement constitutes Buyer and that Buyer has full power, authority and legal right to enter into and perform its obligations hereunder, is a legal, valid, valid and binding obligation agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, or insolvency and similar Laws laws affecting creditors’ rights generally and by subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law or in equitylaw). When Except as set forth in Section 2.1 of the Transaction Documents Disclosure Letter, the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller do not conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or by-laws of Seller, or any material indenture, mortgage, deed of trust, lease or other agreement to which Seller is or will be a party have been duly executed and delivered or by which it or any of its property is bound, or any judgment, decree or order, applicable to Seller, of any court or other governmental authority. Except as set forth in Section 2.1 of the Transaction Documents (assuming due authorization, execution, Disclosure Letter and delivery other than as required by the other parties theretoHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “Hxxx-Xxxxx-Xxxxxx Act”), the applicable reporting requirements under the Securities Exchange Act of 1934, as amended (the “1934 Act”) will constitute a legal and binding obligation of Seller enforceable against it applicable Industrial-Security Regulations (as defined in accordance with its termsSection 5.4 hereof), except as such enforceability may be limited by bankruptcyno consent, insolvencyapproval, reorganization, moratoriumorder or authorization of, or similar Laws affecting creditors’ rights generally and registration, declaration or filing with, any federal, national, state or local governmental or regulatory agency or authority is required to be made or obtained by general principles of equity (regardless of whether enforcement is sought Seller or the Company in a proceeding at law order to execute or in equity)deliver this Agreement or to consummate the transactions contemplated hereby.

Organization and Authority of Seller. Seller is a limited liability company or corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware. Seller has all necessary corporate or full limited liability company (as applicable) power and authority to enter into this Agreement and the other Transaction Documents to which it Seller is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the any other Transaction Documents Document to which it Seller is a party, the performance by Seller of its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company (as applicable) action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by the other partiesBuyer) this Agreement constitutes a legal, valid, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, terms (except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar Laws laws generally affecting creditors’ the rights generally of creditors and by subject to general principles of equity (equity, regardless of whether enforcement is sought in a proceeding at law equity or in equitylaw). When the each other Transaction Documents Document to which Seller is or will be a party have has been duly executed and delivered by Seller, the such Transaction Documents (assuming due authorization, execution, and delivery by the other parties thereto) Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, terms (except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar Laws laws generally affecting creditors’ the rights generally of creditors and by subject to general principles of equity (equity, regardless of whether enforcement is sought in a proceeding at law equity or in equitylaw).

Organization and Authority of Seller. Seller is a limited liability company or corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware. Seller has all necessary corporate or limited liability company (as applicable) power and authority to enter into this Agreement and the other Transaction Documents Ancillary Agreements to which it Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the other Transaction Documents any Ancillary Agreements to which it Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company (as applicable) action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by the other partiesBuyer) this Agreement constitutes a legal, valid, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, 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). When the Transaction Documents As of Closing, each other Ancillary Agreement to which Seller is or will be a party have been will be duly executed and delivered by Seller, the Transaction Documents and (assuming due authorization, execution, execution and delivery by the each other parties party thereto) ), such Ancillary Agreement will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, 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).

Organization and Authority of Seller. Seller is a limited liability company or corporation company, duly organized, validly existing and in good standing under the Laws of the state State of Delaware, except where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to prevent, prohibit, materially delay or materially impair the consummation of the transactions contemplated hereby. Seller has all necessary corporate or limited liability company (as applicable) full power and authority to enter into execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, including the Transaction. The execution and delivery by Seller of this Agreement and the any other Transaction Documents Document to which it is or will be a party, the performance by Seller of its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby thereby, including the Transaction, have been duly authorized by all requisite corporate or limited liability company (as applicable) action on the part of Sellerother organizational action. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by the other parties) this Agreement constitutes a legal, valid, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the Closing, except as such enforceability may be limited by bankruptcySeller will deliver to Buyer the QL Shares, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally free and by general principles clear of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)any Encumbrances. When the each other Transaction Documents Document to which Seller is or will be a party have has been duly executed and delivered by Seller, the Transaction Documents Seller (assuming due authorization, execution, execution and delivery by the each other party or parties thereto) ), such Transaction Document will constitute a legal and binding obligation of Seller Seller, enforceable against it in accordance with its terms, except as such enforceability may be limited by subject to the bankruptcy, insolvency, fraudulent conveyance, preferential transfer, reorganization, moratorium, or moratorium and similar Laws relating to or affecting creditors’ rights generally and by to general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equitylaw) (the “Bankruptcy and Equity Exception”).

Organization and Authority of Seller. Seller is a limited liability company or corporation duly organized, validly existing and in good standing under the Laws of the state of DelawareWashington. Seller has all necessary corporate or limited liability company (as applicable) power and authority to enter into this Agreement and the other Transaction Documents to which it is a partyAncillary Documents, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the other Transaction Documents to which it is a partyAncillary Documents, the performance by Seller of its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company (as applicable) action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by the other partiesBuyer) this Agreement constitutes a legal, valid, 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, 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). When the Transaction Documents each Ancillary Document to which Seller is or will be a party have has been duly executed and delivered by Seller, the Transaction Documents such Ancillary Document (assuming due authorization, execution, execution and delivery by the other parties theretoBuyer) will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, 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).

Organization and Authority of Seller. Seller is a limited liability company or corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware. Seller has all necessary full corporate or limited liability company (as applicable) power and authority to enter into this Agreement and the other Transaction Documents to which it Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the any other Transaction Documents Document to which it Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company (as applicable) action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by the other partiesBuyer) this Agreement constitutes a legal, valid, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, terms except as such to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, moratorium or similar other Laws affecting the enforcement of creditors’ rights generally and by general principles of equity (equity, regardless of whether enforcement such enforceability is sought considered in a proceeding at law or in equity). When the each other Transaction Documents Document to which Seller is or will be a party have has been duly executed and delivered by Seller, the Transaction Documents Seller (assuming due authorization, execution, execution and delivery by the each other parties party thereto) ), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, terms except as such to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, moratorium or similar other Laws affecting the enforcement of creditors’ rights generally and by general principles of equity (equity, regardless of whether enforcement such enforceability is sought considered in a proceeding at law or in equity).

Organization and Authority of Seller. Seller is a limited liability company or corporation duly organized, validly existing and in good standing under the Laws of the state State of Delaware. Seller has all necessary corporate or limited liability full company (as applicable) power and authority to enter into own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted, and to consummate the transactions contemplated hereby and under the other Transaction Documents. Seller is licensed or qualified to conduct business as a foreign entity in each jurisdiction in which the nature of the Business or the ownership or leasing of its assets or properties requires such licensing or qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Seller has the full power and authority to (a) execute and deliver this Agreement and each of the other Transaction Documents to which it is a party, to carry out its obligations hereunder (b) consummate and thereunder, and to consummate perform the transactions contemplated hereby and thereby. The execution and delivery to be performed by Seller of it pursuant to this Agreement and under the other Transaction Documents to which it is a party, and (c) satisfy or perform, as the performance by Seller of case may be, its obligations hereunder under this Agreement and thereunderunder the other Transaction Documents to which it is a party. The execution, delivery and performance of this Agreement and under the consummation by Seller of the transactions contemplated hereby and thereby other Transaction Documents to which it is a party have been duly authorized by all requisite necessary corporate or limited liability company (as applicable) action action, including approval by its sole stockholder, and no other corporate proceedings on the part of SellerSeller are necessary to authorize the execution, delivery and performance of this Agreement or the other Transaction Documents to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by under the other parties) this Agreement constitutes Transaction Documents to which it is a party constitute the legal, valid, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar Laws other Law relating to or affecting creditors’ rights generally and or by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When the Transaction Documents to which Seller is or will be a party have been duly executed and delivered by Seller, the Transaction Documents (assuming due authorization, execution, and delivery by the other parties thereto) will constitute a legal and binding obligation of Seller enforceable against it 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).