Common use of Authority and Due Authorization Clause in Contracts

Authority and Due Authorization. Each of the Partnership Parties has all requisite partnership, corporate or limited liability company power and authority, as the case may be, to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities (including the related Guarantees) and the Registration Rights Agreement (collectively, the “Transaction Documents”) to which it is a party and to perform its respective obligations hereunder and thereunder; the Partnership Parties have taken all action required to be taken for the authorization, execution and delivery of each of the Transaction Documents by the Partnership Parties which are party thereto and the consummation of the transactions contemplated hereby and thereby has been validly taken.

Authority and Due Authorization. Each of the Partnership Parties has all requisite partnership, corporate or limited liability company power and authority, as the case may be, to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities (including the related Guarantees) and the Registration Rights Agreement (collectively, the “Transaction Documents”) to which it is a party and to perform its respective obligations hereunder and thereunder; the Partnership Parties have taken all action required to be taken for the authorization, execution and delivery of each of the Transaction Documents by the Partnership Parties which are party thereto and the consummation of the transactions contemplated hereby and thereby has been validly taken.