Common use of Authority and Binding Obligations Clause in Contracts

Authority and Binding Obligations. Seller and each of its Affiliates which is a party to a Related Agreement has the power and authority to execute, deliver and perform its obligations under this Agreement and the Related Agreements, as applicable. The execution, delivery, and performance of this Agreement and of the Related Agreements by Seller or its Affiliate which is a party (a) have been duly authorized by requisite company action and (b) do not conflict or result in a violation or breach of any provision of (i) the organizational documents of the Seller or the Affiliate which is a party, or (ii) any statute, regulation, rule, order, writ, judgment or decree to which the Seller or the Affiliate is directly or indirectly subject, except, in the case of clause (ii), for such conflicts which could not reasonably be expected to have a Material Adverse Effect. Each of this Agreement and the Related Agreements constitutes a legal, valid and binding obligation of Seller and each of its Affiliates which is a party to a Related Agreement, enforceable against Seller and each of its Affiliates which is a party in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).