Common use of Existence; Good Standing; Authority; Enforceability Clause in Contracts

Existence; Good Standing; Authority; Enforceability. (a) Each Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all required power and authority to own or lease its properties and assets and to conduct its business as presently conducted. Each Seller is duly qualified to do business and in good standing as a foreign entity in all jurisdictions in which the failure to be so qualified would be reasonably likely to have a material adverse effect on such Seller. (b) Each Seller has full authority and capacity to execute, deliver and perform this Agreement and all of the other documents contemplated hereby to be executed by such Seller. The execution, delivery and performance by each Seller of this Agreement and all of the other documents contemplated hereby to be executed by such Seller have been duly authorized by all required action on the part of such Seller (including approval by its board of directors, board of managers, stockholders or equity holders, as applicable). (c) This Agreement and all of the other documents contemplated hereby to be executed by each Seller have been duly executed and delivered by such Seller and this Agreement is, and each of such other documents upon execution and delivery will be, legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with its terms.

Existence; Good Standing; Authority; Enforceability. (a) Each Seller The Agent is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all required power and authority to own or lease its properties and assets and to conduct its business as presently conducted. Each Seller The Agent is duly qualified to do business and in good standing as a foreign entity in all jurisdictions in which the failure to be so qualified would be reasonably likely to have a material adverse effect on such Sellerthe Agent. (b) Each Seller The Agent has full authority and capacity to execute, deliver and perform this Agreement and all of the other documents contemplated hereby to be executed by such Sellerthe Agent. The execution, delivery and performance by each Seller the Agent of this Agreement and all of the other documents contemplated hereby to be executed by such Seller the Agent have been duly authorized by all required action on the part of such Seller the Agent (including approval by its board of directors, board of managers, stockholders or equity holders, as applicable). (c) This Agreement and all of the other documents contemplated hereby to be executed by each Seller the Agent have been duly executed and delivered by such Seller the Agent and this Agreement is, and each of such other documents upon execution and delivery will be, legal, valid and binding obligations of such Sellerthe Agent, enforceable against such Seller the Agent in accordance with its terms.