Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. (a) Seller has all requisite limited partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and perform its obligations hereunder. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability action on behalf of Seller. ​ (b) This Agreement has been duly executed and delivered by Seller and, assuming the valid execution and delivery by Purchaser, constitutes a valid and binding obligation of Seller, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by Seller and will, assuming the valid execution and delivery by Purchaser, from and after the Closing, constitute a valid and binding obligation of Seller, in each case enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law) (the “Bankruptcy and Equity Exception”).

Authority; Binding Effect. (a) Seller has all requisite limited partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and perform its obligations hereunder. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability action on behalf of Seller. ​. (b) This Agreement has been duly executed and delivered by Seller and, assuming the valid execution and delivery by Purchaser, constitutes a valid and binding obligation of Seller, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by Seller and will, assuming the valid execution and delivery by Purchaser, from and after the Closing, constitute a valid and binding obligation of Seller, in each case enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law) (the “Bankruptcy and Equity Exception”).

Authority; Binding Effect. (a) Seller Purchaser has all requisite limited partnership power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and to execute and deliver this Agreement and the Ancillary Agreements, and to consummate carry out or cause to be carried out, the transactions contemplated hereby and perform its obligations hereunderTransactions. The execution, execution and delivery and performance by Seller Purchaser of this Agreement and the consummation Ancillary Agreements, and the performance by Purchaser of the transactions contemplated hereby its obligations hereunder and thereunder, have been duly authorized by all necessary limited liability requisite corporate power and action on behalf the part of Seller. ​Purchaser. (b) This Agreement has been duly and validly authorized, executed and delivered by Seller Purchaser and, assuming the valid execution and delivery by PurchaserSeller, constitutes a legal, valid and binding obligation of Seller, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by Seller and will, assuming the valid execution and delivery by Purchaser, from and after the Closing, constitute a valid and binding obligation of Seller, in each case enforceable against Seller Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law) (the “Bankruptcy and Equity Exception”)Exceptions. (c) Each of the Ancillary Agreements has been (or will be) duly authorized by all necessary action on the part of Purchaser and has been (or will be when executed) duly and validly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes (or will constitute when executed) a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions.

Authority; Binding Effect. (a) Seller has all requisite limited partnership corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and perform its obligations hereunderTransactions. The execution, execution and delivery and performance by Seller of this Agreement and each such Ancillary Agreement, the performance by Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby Transactions, have been duly authorized by all necessary limited liability requisite corporate action on behalf the part of Seller. ​. (b) This Agreement has been duly executed and delivered by Seller and, assuming the valid execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of Seller, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by Seller and will, assuming the valid execution and delivery by Purchaser, from and after upon the Closing, constitute a legal, valid and binding obligation of Seller, in each case enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).

Authority; Binding Effect. (a) Seller Xxxxx has all requisite limited partnership corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and perform its obligations hereunderTransactions. The execution, execution and delivery and performance by Seller Buyer of this Agreement and each such Ancillary Agreement, the performance by Xxxxx of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby Transactions, have been, or in the case of the Ancillary Agreements will have been prior to Closing, duly authorized by all necessary limited liability requisite corporate action on behalf the part of Seller. ​Buyer. (b) This Agreement has been duly executed and delivered by Seller and, assuming the valid execution Buyer and delivery by Purchaser, constitutes a legal, valid and binding obligation of SellerBuyer, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by Seller Buyer and will, assuming the valid execution and delivery by Purchaser, from and after upon the Closing, constitute a legal, valid and binding obligation of SellerBuyer, in each case enforceable against Seller Buyer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law) (the “Bankruptcy and Equity Exception”).

Authority; Binding Effect. (a) Seller has all requisite limited partnership liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and perform its obligations hereunder. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability action on behalf of Seller. ​. (b) This Agreement has been duly executed and delivered by Seller and, assuming the valid execution and delivery by Purchaser, constitutes a valid and binding obligation of Seller, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by Seller and will, assuming the valid execution and delivery by Purchaser, from and after the Closing, constitute a valid and binding obligation of Seller, in each case enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law) (the “Bankruptcy and Equity Exception”).

Authority; Binding Effect. (a) Seller Such Purchaser has all requisite exempted limited partnership power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and perform its obligations hereunderhereby. The execution, delivery and performance by Seller of this Agreement Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary exempted limited liability partnership action on behalf the part of Sellersuch Purchaser, and no other exempted limited partnership action on the part of such Purchaser is required to authorize the execution, delivery and performance hereof, or the consummation of the transactions contemplated hereby. ​ (b) This Agreement has been duly executed and delivered by Seller andsuch Purchaser and constitutes the legal, assuming the valid execution and delivery by Purchaser, constitutes a valid and binding obligation of Seller, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by Seller and will, assuming the valid execution and delivery by such Purchaser, from and after the Closing, constitute a valid and binding obligation of Seller, in each case enforceable against Seller such Purchaser in accordance with its termsterms (assuming due authorization, execution and delivery hereof by the Seller), except as to the extent enforcement may be limited by subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium or and other similar laws Laws affecting enforcement of creditors’ rights generally or by general principles and (ii) equitable limitations on the availability of equity specific remedies (regardless of whether enforcement is sought considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).