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.

Authority; Binding Effect. Such Management Holdco (a) Each Seller has all requisite full power and, subject to obtaining any consents required hereunder, authority (including full corporate or other entity power and authority authority) to execute and deliver enter into 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 Ancillary Agreements to which it is a party, to consummate the Transactions and the performance by Management Holdco of to perform 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 under this Agreement and each of the other Transaction Documents Ancillary Agreements to which it is a party. (b) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Sellers are within their respective corporate, limited liability company or partnership rights, powers and authority and such actions have been approved by each Seller’s board of directors, managers or general partners (as the case may be), and no other proceedings on the part of Sellers will be necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Sellers of the Transactions and the performance of their obligations under this Agreement and the Ancillary Agreements to which they are parties. This Agreement has been been, and the Ancillary Agreements to which the Sellers are parties when executed and delivered will be, duly and validly executed and delivered by such Management Holdco andthe Sellers. This Agreement is, and the Ancillary Agreements to which the Sellers are parties when executed and delivered will be (assuming the due authorization, execution and delivery of each by the PurchaserBuyers), the Seller and each of the other Seller Parties, this Agreement constitutes a legal, valid and legally binding obligation agreement of such Management Holdcoeach Seller, 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 Seller in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or reorganization Lawsother similar laws affecting creditors’ rights generally and the effects of general principles of equity.

Authority; Binding Effect. Such Management Holdco (a) Each Buyer Party has all requisite full power and, subject to obtaining any consents required hereunder, authority (including full corporate or other entity power and authority authority) to execute and deliver enter into 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 Ancillary Agreements to which it is a party, to consummate the Transactions and to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party. (b) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Management Holdco of each Buyer Party is within its respective obligations hereunder corporate rights, powers and thereunder, authority and such actions have been duly authorized approved by all requisite action such Buyer Party’s board of directors, and no other proceedings on the part of such Management Holdco. Such Management Holdco has duly executed Buyer Party will be necessary to authorize the execution and delivery of this Agreement and each the Ancillary Agreements or the consummation by such Buyer Party of the other Transaction Documents Transactions and the performance of its obligations under this Agreement and the Ancillary Agreements to which it is a party. This Agreement has been duly is, and validly the Ancillary Agreements to which each Buyer Party is a party when executed and delivered by such Management Holdco and, will be (assuming the due authorization, execution and delivery of each by the PurchaserSeller Parties), the Seller and each of the other Seller Parties, this Agreement constitutes a legal, valid and legally binding obligation agreement of such Management HoldcoBuyer Party, 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 Buyer Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or reorganization Lawsother similar laws affecting creditors’ rights generally and the effects of general principles of equity.

Authority; Binding Effect. Such Management Holdco Each Seller has all requisite full corporate 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, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement, the Reorganization and each of the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, has been duly and validly authorized by each Seller and no additional corporate authorization or consent by either Seller is required in connection therewith. This Agreement has been duly and validly executed and delivered by such Management Holdco each Seller and, assuming the due authorizationauthority, execution and delivery by the PurchaserXxxxx, the Seller constitutes, and each of the other Transaction Documents to which a Seller Partiesis a party will be duly and validly executed and delivered by such Seller, this Agreement constitutes and when so executed and delivered by the other parties thereto (assuming the due authority, execution and delivery by such other parties) shall constitute, a legal, valid and legally binding obligation of such Management HoldcoSeller (to the extent a party thereto), enforceable against such Management Holdco Seller (to the extent a party thereto) in accordance with its terms (their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transferconveyance, reorganization, or moratorium and Laws, other similar Laws affecting creditors’ rights and general principles of general applicability relating to equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or affecting creditor’s rights, and to general equitable principlesin equity). 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 (a) Each Buyer Party has all requisite full power and, subject to obtaining any consents required hereunder, authority (including full corporate or other entity power and authority authority) to execute and deliver enter into 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 Ancillary Agreements to which it is a party, to consummate the Transactions and to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party. (b) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Management Holdco of each Buyer Party is within its respective obligations hereunder corporate rights, powers and thereunder, authority and such actions have been duly authorized approved by all requisite action such Buyer Party’s board of directors, and no other proceedings on the part of such Management Holdco. Such Management Holdco has duly executed Buyer Party will be necessary to authorize the execution and delivery of this Agreement and each the Ancillary Agreements or the consummation by such Buyer Party of the other Transaction Documents Transactions and the performance of its obligations under this Agreement and the Ancillary Agreements to which it is a party. This Agreement has been duly is, and validly the Ancillary Agreements to which such Buyer Party is a party when executed and delivered by such Management Holdco and, will be (assuming the due authorization, execution and delivery of each by the PurchaserSeller Parties), the Seller and each of the other Seller Parties, this Agreement constitutes a legal, valid and legally binding obligation agreement of such Management HoldcoBuyer Party, 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 Buyer Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or reorganization Lawsother similar laws affecting creditors' rights generally and the effects of general principles of equity.