Common use of 2Authority Clause in Contracts

2Authority. Seller has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Xxxxxx and ​ ​ ​ the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and no other corporate proceeding on the part of Seller is necessary to approve and consummate the Asset Sale and the other transactions contemplated hereby, subject to the approval and adoption of this Agreement and the approval of the Asset Sale, the dissolution of Seller and the other transactions contemplated hereby by the holders of a majority of the outstanding shares of common stock of Seller entitled to vote thereon at the Stockholders Meeting (such approvals and adoption, the “Stockholder Approval”). This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally, and subject to equitable principles of general applicability, whether considered in a proceeding at Law or in equity. The Board has unanimously (i) determined that this Agreement, the Asset Sale, the dissolution of Seller and the other transactions contemplated hereby are fair to and in the best interests of Seller and its stockholders and declared it advisable to enter into this Agreement with Purchaser; and (ii) adopted resolutions approving this Agreement, the Asset Sale, the dissolution of Seller and the consummation of the other transactions contemplated hereby and to provide the stockholders of Seller with the Board Recommendation pursuant to the DGCL.

2Authority. Seller (a) Black Creek Holdco has the requisite corporate limited liability company power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement to which Black Creek Holdco is a party. The execution and delivery and performance by Black Creek Holdco of this Agreement and the consummation by Black Creek Holdco of the transactions contemplated by this Agreement have been, or, in the case of any New Merger Party, will be duly and validly authorized by all necessary limited liability company action, and no other limited liability company proceedings on the part of Black Creek Holdco are necessary to authorize this Agreement or the Merger, the Asset Transfers or to consummate the other transactions contemplated by this Agreement, subject, with respect to the Merger, to the filing of the Merger Certificate with the DSOS. This Agreement has been duly authorized, executed and delivered by Black Creek Holdco and assuming due authorization, execution and delivery by the Sellers, constitutes a legally valid and binding obligation of Black Creek Holdco, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Board of Directors of BCI REIT, at a duly held meeting, has, in its capacity as the sole general partner of BCI IV OP, on behalf of BCI IV OP, in its capacity as the sole member of Black Creek Holdco, has, on behalf of Black Creek Holdco (a) unanimously determined that this Agreement, the Merger, the USLF Holdco Interest Sale, the Renton Interest Sale and the other transactions contemplated by this Agreement are advisable and in the best interests of Black Creek Holdco and its sole member and (b) unanimously authorized and approved the execution, delivery and performance of this Agreement by Xxxxxx and ​ ​ ​ Agreement, the consummation by Seller of Merger, the transactions contemplated hereby have been duly authorized by all necessary corporate action on USLF Holdco Interest Sale, the part of Seller and no other corporate proceeding on the part of Seller is necessary to approve and consummate the Asset Renton Interest Sale and the other transactions contemplated hereby, subject to the approval and adoption of by this Agreement by Black Creek Holdco, which resolutions remain in full force and the approval of the Asset Saleeffect and have not been subsequently rescinded, the dissolution of Seller and the other transactions contemplated hereby by the holders of a majority of the outstanding shares of common stock of Seller entitled to vote thereon at the Stockholders Meeting (such approvals and adoption, the “Stockholder Approval”). This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller modified or withdrawn in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally, and subject to equitable principles of general applicability, whether considered in a proceeding at Law or in equity. The Board has unanimously (i) determined that this Agreement, the Asset Sale, the dissolution of Seller and the other transactions contemplated hereby are fair to and in the best interests of Seller and its stockholders and declared it advisable to enter into this Agreement with Purchaser; and (ii) adopted resolutions approving this Agreement, the Asset Sale, the dissolution of Seller and the consummation of the other transactions contemplated hereby and to provide the stockholders of Seller with the Board Recommendation pursuant to the DGCLany way.

2Authority. If such Seller is a legal entity, such Seller has the requisite corporate full corporate, power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The If such Seller is a natural person, such Seller has legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. If such Seller is a legal entity, the execution, delivery and performance by the Seller of this Agreement by Xxxxxx and ​ ​ ​ each Ancillary Agreement to which it is a party, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Seller such Seller, and no other corporate proceeding on the part of Seller is necessary to approve and consummate the Asset Sale and the other transactions contemplated hereby, subject to the approval and adoption of this Agreement and the approval of the Asset Saleeach Ancillary Agreement to which it is a party have been duly executed and delivered by such Seller and, the dissolution of Seller assuming due authorization, execution and the other transactions contemplated hereby delivery by the holders of a majority of the outstanding shares of common stock of Buyer, are legal, valid, binding and enforceable upon and against such Seller entitled to vote thereon at the Stockholders Meeting (such approvals and adoption, the “Stockholder Approval”). This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity). If such Seller is a natural person, this Agreement and each Ancillary Agreement to which it is a party have been duly executed and delivered by such Seller and, assuming due authorization, execution and delivery by the Buyer, are legal, valid, binding and enforceable upon and against such Sellers (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general application affecting or relating to the enforcement principles of creditors rights generallyequity). If such Seller is married, and subject any of the Units of such Seller constitute community property or otherwise need spousal or other approval for this Agreement to equitable be legal, valid and binding, this Agreement and each Ancillary Agreement to which it is a party has been duly and validly executed and delivered by such Seller’s spouse and, assuming due authorization, execution and delivery by the Buyer, constitute legal, valid and binding obligations of such Seller’s spouse, enforceable upon and against such Seller’s spouse, (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of general applicability, whether considered in a proceeding at Law or in equity). The Board has unanimously (i) determined that this Agreement, the Asset Sale, the dissolution of Seller and the other transactions contemplated hereby are fair to and in the best interests of Seller and its stockholders and declared it advisable to enter into this Agreement with Purchaser; and (ii) adopted resolutions approving this Agreement, the Asset Sale, the dissolution of Seller and the consummation of the other transactions contemplated hereby and to provide the stockholders of Seller with the Board Recommendation pursuant to the DGCL.​ ​ ​

2Authority. Seller (a) The Issuer has the requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder Agreement and the Convertible Notes and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance of this Agreement by Xxxxxx and ​ ​ ​ the Convertible Notes and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Seller and no other corporate proceeding on the part of Seller is necessary to approve and consummate the Asset Sale and the other transactions contemplated hereby, subject to the approval and adoption of this Agreement and the approval of the Asset Sale, the dissolution of Seller and the other transactions contemplated hereby by the holders of a majority of the outstanding shares of common stock of Seller entitled to vote thereon at the Stockholders Meeting (such approvals and adoption, the “Stockholder Approval”)Issuer. This Agreement constitutes has been duly and validly executed and delivered by the valid Issuer and legally constitute a valid, legal and binding obligation agreement of Sellerthe Issuer (assuming this Agreement has been duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against Seller the Issuer in accordance with its terms, their terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar other Laws of general application affecting or relating to generally the enforcement of creditors creditors’ rights generally, and subject to equitable general principles of general applicability, whether considered in a proceeding at Law or in equity. equity (the “Bankruptcy and Equity Exception”)). (b) The Board Issuer’s board of directors (the “Issuer Board”) has unanimously (i) unanimously approved and declared advisable this Agreement, the Convertible Notes, and the Subscription Agreements and the transactions contemplated hereby and thereby, (ii) determined that this Agreement, the Asset SaleConvertible Notes, the dissolution of Seller and the other Subscription Agreements and the transactions contemplated hereby and thereby are fair to and in the best interests of Seller the Issuer and holders of Issuer Shares and resolved to recommend (the “Issuer Board Recommendation”), among other things, the approval of the issuance of all Issuer Class A Shares potentially issuable upon conversion of the Convertible Notes by the holders of Issuer Shares entitled to vote thereon in accordance with any applicable Law, the Nasdaq Rules, including Nasdaq Rule 5635, and the Issuer’s Governing Documents (the “Issuance Approval”), and (iii) directed that the Issuance Approval be submitted to the holders of Issuer Shares for its stockholders and declared it advisable to enter into adoption. ​ (c) Except for receipt of the Issuance Approval, the issuance of the Underlying Shares has been duly authorized by all necessary corporate action. When issued in accordance with the terms of this Agreement with Purchaser; and (ii) adopted resolutions approving this Agreementthe Convertible Notes, the Asset SaleUnderlying Shares shall be validly issued, the dissolution fully paid and non-assessable and shall not give rise to preemptive rights or other rights of Seller and the consummation stockholders of the other transactions contemplated hereby and to provide the stockholders of Seller with the Board Recommendation pursuant to the DGCLIssuer.

2Authority. Seller ​ (a) BCI IV Holdco has the requisite corporate limited liability company power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement to which BCI IV Holdco is a ​ party, including the Interest Sale. The execution, execution and delivery and performance by BCI IV Holdco of this Agreement by Xxxxxx and ​ ​ ​ the consummation by Seller BCI IV Holdco of the transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of BCI IV Holdco, and no other proceedings on the part of Seller and no other corporate proceeding on the part of Seller is BCI IV Holdco are necessary to approve and authorize this Agreement or the Interest Sale or to consummate the Asset other transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by BCI IV Holdco and assuming due authorization, execution and delivery by Company OP, constitutes a legally valid and binding obligation of BCI IV Holdco, enforceable against BCI IV Holdco in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). ​ (b) The BCI IV Board, following the unanimous approval and recommendation of the BCI IV Special Committee, has (i) determined that (a) this Agreement, the Interest Sale and the other transactions contemplated hereby, subject to the approval and adoption of by this Agreement and the approval of the Asset Sale, the dissolution of Seller and the other transactions contemplated hereby by the holders of a majority of the outstanding shares of common stock of Seller entitled to vote thereon at the Stockholders Meeting (such approvals and adoption, the “Stockholder Approval”). This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally, and subject to equitable principles of general applicability, whether considered in a proceeding at Law or in equity. The Board has unanimously (i) determined that this Agreement, the Asset Sale, the dissolution of Seller and the other transactions contemplated hereby are fair to advisable and in the best interests of Seller BCI IV and its stockholders are fair and declared it advisable reasonable to enter into this Agreement with Purchaser; BCI IV, (b) there is substantial justification for the amount by which the Purchase Price exceeds the amount that Company OP invested in IPT Holdco and that the Purchase Price is reasonable, and (c) the joint venture terms of Build-To-Core Industrial Partnership I LP and Build-To-Core Industrial Partnership II LP are fair and reasonable to BCI IV and on terms and conditions that are no less favorable than those that would be available to unaffiliated parties, and (ii) adopted resolutions approving approved this Agreement, the Asset Sale, the dissolution of Seller Interest Sale and the consummation of the other transactions contemplated hereby by this Agreement and authorized BCI IV, in its capacity as the sole general partner of BCI IV OP, on behalf of BCI IV OP, in its capacity as the sole member of BCI IV Holdco, on behalf of BCI IV Holdco, to provide execute, deliver and perform the stockholders of Seller with the Board Recommendation pursuant to the DGCL.Purchase Agreement, which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way. ​