Common use of Authority; No Violations; Consents and Approvals Clause in Contracts

Authority; No Violations; Consents and Approvals. (a) Each Contributor has all requisite power and authority to execute and deliver this Agreement and to consummate the Transactions applicable to such Contributor. Any and all approvals by the direct and indirect owners of such Contributor necessary or appropriate for such Contributor to consummate the Transactions have been received and are in full force and effect. The execution and delivery of this Agreement by such Contributor and the consummation by each Contributor of the Transactions applicable to such Contributor have been duly authorized by all necessary action on the part of such Contributor. This Agreement has been duly executed and delivered by such Contributor and, assuming this Agreement constitutes the valid and binding obligation of the other Parties, constitutes a valid and binding obligation of such Contributor enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other 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 (collectively, “Creditors’ Rights”).

Authority; No Violations; Consents and Approvals. (a) Each of Contributor has and Raptor (the “Contributor Parties”) have all requisite organizational power and authority to execute and deliver this Agreement and to consummate the Transactions applicable to such Contributor. Any and all approvals by the direct and indirect owners of such Contributor necessary or appropriate for such Contributor to consummate the Transactions have been received and are in full force and effectperform their respective obligations hereunder. The execution and delivery of this Agreement by such each of the Contributor Parties, and the consummation by each Contributor of the Transactions applicable to such Contributor Parties of the Transactions, have been duly authorized by all necessary limited partnership and limited liability company action on the part of such Contributoreach of the Contributor Parties, as applicable. This Agreement has been duly executed and delivered by such each of the Contributor Parties, and, assuming the due and valid execution of this Agreement constitutes by the valid Company and binding obligation of the other PartiesPartnership, constitutes a valid and binding obligation of such each of the Contributor Parties, enforceable against each of the Contributor Parties in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium moratorium, and other Laws of general applicability relating to or affecting creditors’ rights rights, and to general principles of equity regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law Law (collectively, “Creditors’ Rights”). No approvals that have not already been obtained are necessary on the part of any of the partners, members, or other holders of Interests in Contributor and the Contributor Subsidiaries to approve this Agreement and the Transactions, and true, complete, and correct copies of such approvals have been delivered to the Company.