Common use of Authority and Approval; Enforceability Clause in Contracts

Authority and Approval; Enforceability. The Acquirer has the limited partnership power and authority to execute and deliver this Agreement, and the Acquirer and each of its Affiliates has requisite power and authority to execute and deliver any other Transaction Document to which it is or will be a party, to perform all the terms and conditions hereof and thereof to be performed by it and to consummate the Transactions. The execution and delivery by the Acquirer of this Agreement and the execution and delivery by the Acquirer and each of its Affiliates, as applicable, of any Transaction Document to which it is or will be a party, the performance by the Acquirer or its applicable Affiliate of all the terms and conditions hereof and thereof to be performed by it and the consummation of the Transactions have been duly authorized and approved by all requisite limited partnership, limited liability company, corporate or other action of the Acquirer or its Affiliates. Each of this Agreement and any other Transaction Document to which the Acquirer or any other Affiliate of the Acquirer is a party or will be a party constitutes or will constitute, upon execution and delivery by the each of the parties thereto, the valid and binding obligation of the Acquirer or such Affiliate of the Acquirer, as applicable, enforceable against the Acquirer or such Affiliate of the Acquirer in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

Authority and Approval; Enforceability. The Acquirer Contributor has the limited partnership power and authority to execute and deliver this Agreement, Agreement and the Acquirer Contributor and each of its Affiliates has requisite power and authority to execute and deliver any other Transaction Document to which it is or will be a party, to consummate the Transactions and to perform all the terms and conditions hereof of this Agreement and thereof the Transaction Documents to be performed by it and to consummate the Transactionsit. The execution and delivery by the Acquirer Contributor of this Agreement and the execution and delivery by the Acquirer Contributor and each of its Affiliates, as applicable, of any Transaction Document to which it is or will be a party, the performance by the Acquirer Contributor or its applicable Affiliate of all the terms and conditions hereof and thereof to be performed by it and the consummation of the Transactions have been duly authorized and approved by all requisite limited partnership, limited liability company, corporate or other action of the Acquirer or its AffiliatesContributor and each other applicable Affiliate of the Contributor. Each of this Agreement and any other Transaction Document to which the Acquirer Contributor or any other Affiliate of the Acquirer Contributor is a party or will be a party constitutes or will constitute, upon execution and delivery by the each of the parties thereto, the valid and binding obligation of the Acquirer Contributor or such Affiliate of the Acquirer, as applicableContributor, enforceable against the Acquirer Contributor or such Affiliate of the Acquirer Contributor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority and Approval; Enforceability. The Acquirer Contributor has the limited partnership corporate power and authority to execute and deliver this Agreement, Agreement and the Acquirer Contributor and each any of its applicable Affiliates has requisite power and authority to execute and deliver any other Transaction Document to which it is or will be a party, to consummate the Transactions and to perform all the terms and conditions hereof of this Agreement and thereof the Transaction Documents to be performed by it and to consummate the Transactionsit. The execution and delivery by the Acquirer Contributor of this Agreement and the execution and delivery by the Acquirer Contributor and each of its Affiliates, as applicable, of any Transaction Document to which it is or will be a party, the performance by the Acquirer Contributor or its applicable Affiliate of all the terms and conditions hereof and thereof to be performed by it and the consummation of the Transactions have been duly authorized and approved by all requisite limited partnership, limited liability company, corporate or other action of the Acquirer or its AffiliatesContributor and each other applicable Affiliate of the Contributor. Each of this Agreement and any other Transaction Document to which the Acquirer Contributor or any other Affiliate of the Acquirer Contributor is a party or will be a party constitutes or will constitute, upon execution and delivery by the each of the parties thereto, the valid and binding obligation of the Acquirer Contributor or such Affiliate of the Acquirer, as applicableContributor, enforceable against the Acquirer Contributor or such Affiliate of the Acquirer Contributor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity) (the "Enforceability Exceptions").

Authority and Approval; Enforceability. The Acquirer has the corporate and limited partnership power and authority to execute and deliver this Agreement, and the Acquirer and each of its Affiliates has requisite power and authority to execute and deliver any other Transaction Document to which it is or will be a party, to perform all the terms and conditions hereof and thereof to be performed by it and to consummate the Transactions. The execution and delivery by the Acquirer of this Agreement and the execution and delivery by the Acquirer and each of its Affiliates, as applicable, of any Transaction Document to which it is or will be a party, the performance by the Acquirer or its applicable Affiliate of all the terms and conditions hereof and thereof to be performed by it and the consummation of the Transactions have been duly authorized and approved by all requisite limited partnership, limited liability company, corporate or other action of the Acquirer or its Affiliates. Each of this Agreement and any other Transaction Document to which the Acquirer or any other Affiliate of the Acquirer is a party or will be a party constitutes or will constitute, upon execution and delivery by the each of the parties thereto, the valid and binding obligation of the Acquirer or such Affiliate of the Acquirer, as applicable, enforceable against the Acquirer or such Affiliate of the Acquirer in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.