Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. Such Management Holdco has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by such Management Holdco of this Agreement and the other Transaction Documents to which it is a party, and the performance by Management Holdco of its respective obligations hereunder and thereunder, have been duly authorized by all requisite action on the part of such Management Holdco. Such Management Holdco has duly executed this Agreement and each of the other Transaction Documents to which it is a party. This Agreement has been duly and validly executed and delivered by such Management Holdco and, assuming the due authorization, execution and delivery by the Purchaser, the Seller and each of the other Seller Parties, this Agreement constitutes a legal, valid and binding obligation of such Management Holdco, enforceable against such Management Holdco in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction Documents to which such Management Holdco is a party, when executed and delivered by such Management Holdco, assuming due execution and delivery hereof by each of the other parties hereto and thereto, shall constitute valid and binding obligations of such Management Holdco enforceable against such Management Holdco in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. Such Management Holdco Each of the Seller and the Subsidiary Seller Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by such Management Holdco each of the Seller Parties of this Agreement and the other Transaction Documents to which it is a party, and the performance by Management Holdco of its respective obligations hereunder and thereunder, have been duly authorized by all requisite action on the part of such Management Holdco. Such Management Holdco has duly executed this Agreement and each of the corporate, entity or other Transaction Documents to which it is a partyaction. This Agreement has been duly and validly executed and delivered by such Management Holdco each of the Seller Parties and, assuming the due authorization, execution and delivery by the Purchaser, the Seller Purchaser and each of the other Seller PartiesManagement Holdco, this Agreement constitutes a legal, valid and binding obligation of such Management Holdcoeach of the Seller Parties, enforceable against such Management Holdco each of the Seller Parties in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction Documents to which such Management Holdco is a partyDocuments, when executed and delivered by such Management Holdcoeach of the Seller Parties that is party to the Transaction Documents, assuming due execution and delivery hereof by each of the other parties hereto and theretoPurchaser, shall constitute valid and binding obligations of such Management Holdco each of the Seller Parties party to the Transaction Documents and are enforceable against such Management Holdco each of the Seller Parties party to the Transaction Documents in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. Such Management Holdco The Purchaser has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by such Management Holdco the Purchaser of this Agreement and the other Transaction Documents to which it is a partyDocuments, and the performance by Management Holdco the Purchaser of its respective obligations hereunder and thereunder, have been duly authorized by all requisite action on the part of such Management Holdcothe Purchaser. Such Management Holdco The Purchaser has duly executed this Agreement and each of the other Transaction Documents to which it is a party. This Agreement has been duly and validly executed and delivered by such Management Holdco the Purchaser and, assuming the due authorization, execution and delivery by the Purchasereach Management Holdco, the Seller and each of the other Seller Parties, this Agreement constitutes a legal, valid and binding obligation of such Management Holdcothe Purchaser, enforceable against such Management Holdco the Purchaser in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction Documents to which such Management Holdco is a partyDocuments, when executed and delivered by such Management Holdcothe Purchaser, assuming due execution and delivery hereof by each of the other parties hereto and thereto, shall constitute valid and binding obligations of such Management Holdco the Purchaser enforceable against such Management Holdco the Purchaser in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. Such Management Founder Holdco has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by such Management Founder Holdco of this Agreement and the other Transaction Documents to which it is a party, and the performance by Management such Founder Holdco of its respective obligations hereunder and thereunder, have been duly authorized by all requisite action on the part of such Management Founder Holdco. Such Management Founder Holdco has duly executed this Agreement and each of the other Transaction Documents to which it is a party. This Agreement has been duly and validly executed and delivered by such Management Founder Holdco and, assuming the due authorization, execution and delivery by the Purchaser, the Seller and each of the other Seller PartiesParties hereto, this Agreement constitutes a legal, valid and binding obligation of such Management Founder Holdco, enforceable against such Management Founder Holdco in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction Documents to which such Management Founder Holdco is a party, when executed and delivered by such Management Founder Holdco, assuming due execution and delivery hereof by each of the other parties hereto and thereto, shall constitute valid and binding obligations of such Management Founder Holdco enforceable against such Management Founder Holdco in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. Such Management Holdco Each of the JD Group Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by such Management Holdco each of the JD Group Parties of this Agreement and the other Transaction Documents to which it is a party, and the performance by Management Holdco of its respective obligations hereunder and thereunder, have been duly authorized by all requisite action on the part of such Management Holdco. Such Management Holdco has duly executed this Agreement and each of the corporate, entity or other Transaction Documents to which it is a partyaction. This Agreement has been duly and validly executed and delivered by such Management Holdco each of the JD Group Parties and, assuming the due authorization, execution and delivery by the Purchaser, the Seller and each of the other Seller PartiesParties hereto, this Agreement constitutes a legal, valid and binding obligation of such Management Holdcoeach of the JD Group Parties, enforceable against such Management Holdco each of the JD Group Parties in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction Documents to which such Management Holdco is a partyDocuments, when executed and delivered by such Management Holdcoeach of the JD Group Parties that is party to the Transaction Documents, assuming due execution and delivery hereof by each of the other parties hereto and thereto, shall constitute valid and binding obligations of such Management Holdco each of the JD Group Parties party to the Transaction Documents and are enforceable against such Management Holdco each of the JD Group Parties party to the Transaction Documents in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.