Common use of AUTHORITY APPROVALS Clause in Contracts

AUTHORITY APPROVALS. (i) If such Initial Limited Partner is a corporation, partnership, limited liability company or other entity, the execution and delivery of this Agreement by such Initial Limited Partner, the consummation by such Initial Limited Partner of each of the transactions and the performance by such Initial Limited Partner of its obligations contemplated hereby have been duly and properly authorized by all necessary corporate, partnership, limited liability company or other entity action on the part of such Initial Limited Partner. This Agreement has been duly executed and delivered by such Initial Limited Partner, and constitutes the valid and legally binding obligation of such Initial Limited Partner, enforceable against such Initial Limited Partner in accordance with its terms, subject, (A) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (ii) The execution and delivery of this Agreement by such Initial Limited Partner and the consummation of each of the transactions and the performance of each of the obligations contemplated by this ARTICLE XVI (A) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to such Initial Limited Partner under, (x) its organizational documents or (y) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it. (iii) No approval from any Governmental Entity is required with respect to such Initial Limited Partner in connection with the execution and delivery by such Initial Limited Partner of this Agreement, the performance by such Initial Limited Partner of its obligations under this ARTICLE XVI or the consummation by such Initial Limited Partner of the transactions contemplated by this ARTICLE XVI, except for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of such Initial Limited Partner to perform its obligations under this ARTICLE XVI in any material respect, and (B) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreement. As used in this ARTICLE XVI, the term “Governmental Entity” means any agency, bureau, commission, authority, department, official, political subdivision, tribunal or other instrumentality of any government, whether (x) regulatory, administrative or otherwise; (y) federal, state or local; or (z) domestic or foreign.

AUTHORITY APPROVALS. (i) If such Initial Limited Partner is a corporation, partnership, limited liability company or other entity, the The execution and delivery by Purchaser of this Agreement by such Initial Limited Partnerand the other Transaction Documents to which it is a party, the purchase of the Securities to be purchased by it and the consummation by such Initial Limited Partner of each of the transactions and the performance by such Initial Limited Partner of its each of the obligations contemplated hereby and thereby have been duly and properly authorized by all necessary corporate, partnership, limited liability company or other entity partnership action on the part of such Initial Limited Partner. This Purchaser and (ii) this Agreement has been and the other Transaction Documents to which Purchaser is a party will be (on or prior to the Closing), duly executed and delivered by such Initial Limited Partnerit and, assuming the accuracy of the representations and constitutes warranties of the Company in Section 3.4 hereof, constitute ----------- the valid and legally binding obligation obligations of such Initial Limited PartnerPurchaser, enforceable against such Initial Limited Partner it in accordance with its their respective terms, subject, (A) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies). (iib) The execution and delivery by Purchaser of this Agreement and the other Transaction Documents to which it is a party, the purchase of the Securities to be purchased by such Initial Limited Partner it and the consummation of each of the transactions and the performance of each of the obligations contemplated by this ARTICLE XVI hereby and thereby (Ai) do does not conflict with, with or violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to such Initial Limited Partner Purchaser under, (x1) its organizational documents or (y2) any agreement agreements to which it is a party or, assuming the Approvals referred to in Section 4.2(c) are duly and timely made or by which its assets obtained, any Law or property is bound or any law or order Order applicable -------------- to it, in each case in a manner that could reasonably be expected to materially hinder or impair the completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties, condition (financial or otherwise), liabilities or prospects of Purchaser; or (ii) does not impose any penalty or other onerous condition on Purchaser that could reasonably be expected to materially hinder or impact the completion of any of the transactions contemplated hereby. (iiic) No approval Approval from any Governmental Entity is required by or with respect to such Initial Limited Partner Purchaser in connection with the execution and delivery by such Initial Limited Partner Purchaser of this Agreement, the performance by such Initial Limited Partner of its obligations under this ARTICLE XVI Agreement or any other Transaction Document to which it is a party or the consummation by such Initial Limited Partner Purchaser of the transactions contemplated by this ARTICLE XVIhereby or thereby, except for for: (A) the possible requirement of the filing of a notification report by Purchaser under the HSR Act, and the expiration or termination of the applicable waiting period with respect thereto in connection with the acquisition of Underlying Shares (but not in order to consummate the Closing) and (B) any such approval Approval the failure of which to be made or obtained (A1) has not impaired and could not reasonably be expected to impair the ability of such Initial Limited Partner Purchaser to perform its obligations under this ARTICLE XVI any of the Transaction Documents in any material respect, respect and (B2) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreement. As used in this ARTICLE XVI, any of the term “Governmental Entity” means any agency, bureau, commission, authority, department, official, political subdivision, tribunal or other instrumentality of any government, whether (x) regulatory, administrative or otherwise; (y) federal, state or local; or (z) domestic or foreignTransaction Documents.