Common use of Authority to Transact Clause in Contracts

Authority to Transact. (i) Such Seller has all requisite corporate power and authority to execute and deliver this Agreement, the Security Agreement, and has all rights necessary to carry out and perform its obligations under this Agreement and to consummate the transactions contemplated hereby and thereby. (ii) (A) All corporate action on the part of such Seller, necessary for the authorization and execution of this Agreement, the Security Agreement, and the performance of all of such Seller’s obligations under this Agreement, the Security Agreement, have been taken, and no other company proceeding on the part of such Seller is necessary to authorize this Agreement and the Security Agreement and the transactions contemplated hereby and thereby; and (B) this Agreement constitute valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with its terms, except and solely to the extent such enforceability may be limited by applicable law.