Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) JP has the requisite corporate power and authority to enter into this Agreement and, subject to (i) the requisite JP stockholder approval of this Agreement and the Merger (the "JP Stockholder Approval"), and (ii) the requisite approval of the holders of PDC OP Units, as specified in Schedule 2.5(a) to the JP Disclosure Letter, of this Agreement, the PDC LP Amendment described in Schedule 2.5(a) to the JP Disclosure Letter (the "PDC LP Amendment") and the Partnership Merger (collectively, the "JP Partner Approvals"), to consummate the transactions contemplated by this Agreement to which JP is a party. PDC LP has the requisite power and authority to enter into this Agreement and, subject to the requisite JP Partner Approvals, to consummate the transactions contemplated by this Agreement to which PDC LP is a party. The execution and delivery of this Agreement by JP and PDC LP and the consummation by JP and PDC LP of the transactions contemplated by this Agreement to which they are parties have been duly authorized by all necessary action on the part of JP and PDC LP, except for and subject to the JP Stockholder Approval and the JP Partner Approvals. This Agreement has been duly executed and delivered by JP and PDC LP and constitutes a valid and binding obligation of each of JP and PDC LP, enforceable against each of them in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authority; Noncontravention; Consents. (a) JP Xxxxxxxx has the requisite corporate trust power and authority to enter into this Agreement and, subject to (i) the requisite JP stockholder shareholder approval of this Agreement and the Merger and any other related matters (the "JP Stockholder Approval"), and (ii) the requisite approval of the holders of PDC OP Units, as specified in Schedule 2.5(a) to the JP Disclosure Letter, of this Agreement, the PDC LP Amendment described in Schedule 2.5(a) to the JP Disclosure Letter (the "PDC LP Amendment") and the Partnership Merger (collectively, the "JP Partner Xxxxxxxx Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which JP is a party. PDC LP has the requisite power and authority to enter into this Agreement and, subject to the requisite JP Partner Approvals, to consummate the transactions contemplated by this Agreement to which PDC LP Xxxxxxxx is a party. The execution and delivery of this Agreement by JP and PDC LP Xxxxxxxx and the consummation by JP and PDC LP Xxxxxxxx of the transactions contemplated by this Agreement to which they are parties Xxxxxxxx is a party have been duly authorized by all necessary action on the part of JP and PDC LPXxxxxxxx, except for and subject to the JP Stockholder Approval Xxxxxxxx Shareholder Approvals and the JP Xxxxxxxx Partner ApprovalsApprovals with respect to the consummation of the Mergers only. This Agreement has been duly executed and delivered by JP Xxxxxxxx and, subject to the Xxxxxxxx Shareholder Approvals with respect to the consummation of the Merger only and PDC LP assuming this Agreement constitutes the valid and binding agreement of Xxxx-Xxxx, constitutes a valid and binding obligation of each of JP and PDC LPXxxxxxxx, enforceable against each of them Xxxxxxxx in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authority; Noncontravention; Consents. (a) JP Xxxxxxx has the requisite corporate power and authority to enter into this Agreement and, subject to (i) the requisite JP Xxxxxxx stockholder approval of the Merger and any other matters reasonably and timely requested by any other party to effectuate the transactions contemplated by this Agreement and the Merger (the "JP Stockholder Approval"), and (ii) the requisite approval of the holders of PDC OP Units, as specified in Schedule 2.5(a) to the JP Disclosure Letter, of this Agreement, the PDC LP Amendment described in Schedule 2.5(a) to the JP Disclosure Letter (the "PDC LP Amendment") and the Partnership Merger (collectively, the "JP “Xxxxxxx Stockholder Approvals”) and the Xxxxxxx Partner Approvals"Approvals (as defined herein), to consummate the transactions contemplated by this Agreement to which JP is a party. PDC LP has the requisite power and authority to enter into this Agreement and, subject to the requisite JP Partner Approvals, to consummate the transactions contemplated by this Agreement to which PDC LP Xxxxxxx is a party. The execution and delivery of this Agreement by JP and PDC LP Xxxxxxx and the consummation by JP and PDC LP Xxxxxxx of the transactions contemplated by this Agreement to which they are parties Xxxxxxx is a party have been duly authorized by all necessary action on the part of JP and PDC LPXxxxxxx, except for and subject to the JP Xxxxxxx Stockholder Approval Approvals and the JP Xxxxxxx Partner Approvals. This Agreement has been duly executed and delivered by JP and PDC LP Xxxxxxx and constitutes a valid and binding obligation of each of JP and PDC LPXxxxxxx, enforceable against each of them Xxxxxxx in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' ’ rights and general principles of equity.

Authority; Noncontravention; Consents. (a) JP Xxxx-Xxxx has the requisite corporate power and authority to enter into this Agreement and, subject to (i) the requisite JP stockholder shareholder approval of this Agreement and the Merger and any other related matters (the "JP Stockholder Approval")Xxxx-Xxxx Shareholder Approvals" and, and (ii) together with the requisite approval of the holders of PDC OP Units, as specified in Schedule 2.5(a) to the JP Disclosure Letter, of this Agreement, the PDC LP Amendment described in Schedule 2.5(a) to the JP Disclosure Letter (the "PDC LP Amendment") and the Partnership Merger (collectivelyXxxxxxxx Shareholder Approvals, the "JP Partner Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which JP is a party. PDC LP has the requisite power and authority to enter into this Agreement and, subject to the requisite JP Partner Approvals, to consummate the transactions contemplated by this Agreement to which PDC LP Xxxx-Xxxx is a party. The execution and delivery of this Agreement by JP and PDC LP Xxxx-Xxxx and the consummation by JP and PDC LP Xxxx-Xxxx of the transactions contemplated by this Agreement to which they are parties Xxxx-Xxxx is a party have been duly authorized by all necessary action on the part of JP and PDC LPXxxx-Xxxx, except for and subject to the JP Stockholder Approval Xxxx-Xxxx Shareholder Approvals and the JP Xxxx-Xxxx Partner ApprovalsApprovals with respect to the consummation of the Mergers only. This Agreement has been duly executed and delivered by JP Xxxx-Xxxx, subject to the Xxxx-Xxxx Shareholder Approvals with respect to the consummation of the Merger only and PDC LP assuming this Agreement constitutes the valid and binding agreement of Xxxxxxxx, constitutes a valid and binding obligation of each of JP and PDC LPXxxx-Xxxx, enforceable against each of them Mack-Cali in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authority; Noncontravention; Consents. (a) JP Xxxx-Xxxx has the requisite corporate power and authority to enter into this Agreement and, subject to (i) the requisite JP stockholder shareholder approval of this Agreement and the Merger and any other related matters (the "JP Stockholder Approval")Xxxx-Xxxx Shareholder Approvals" and, and (ii) together with the requisite approval of the holders of PDC OP Units, as specified in Schedule 2.5(a) to the JP Disclosure Letter, of this Agreement, the PDC LP Amendment described in Schedule 2.5(a) to the JP Disclosure Letter (the "PDC LP Amendment") and the Partnership Merger (collectivelyXxxxxxxx Shareholder Approvals, the "JP Partner Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which JP is a party. PDC LP has the requisite power and authority to enter into this Agreement and, subject to the requisite JP Partner Approvals, to consummate the transactions contemplated by this Agreement to which PDC LP Xxxx-Xxxx is a party. The execution and delivery of this Agreement by JP and PDC LP Xxxx-Xxxx and the consummation by JP and PDC LP Xxxx-Xxxx of the transactions contemplated by this Agreement to which they are parties Xxxx-Xxxx is a party have been duly authorized by all necessary action on the part of JP and PDC LPXxxx-Xxxx, except for and subject to the JP Stockholder Approval Xxxx-Xxxx Shareholder Approvals and the JP Xxxx-Xxxx Partner ApprovalsApprovals with respect to the consummation of the Mergers only. This Agreement has been duly executed and delivered by JP Mack-Cali, subject to the Mack-Cali Shareholder Approvals with respect to the consummation of the Merger only and PDC LP assuming this Agreement constitutes the valid and binding agreement of Prentiss, constitutes a valid and binding obligation of each of JP and PDC LPMack-Cali, enforceable against each of them Mack-Cali in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authority; Noncontravention; Consents. (a) JP Xxxxx has the requisite corporate power and authority to enter into this Agreement and, subject to (i) the requisite JP Xxxxx stockholder approval of this Agreement and the Merger (the "JP Stockholder Approval"), and (ii) the requisite approval of the holders of PDC OP Units, as specified in Schedule 2.5(a) to the JP Disclosure Letter, of this Agreement, the PDC LP Amendment described in Schedule 2.5(a) to the JP Disclosure Letter (the "PDC LP Amendment") and the Partnership Merger (collectively, the "JP Partner Xxxxx Stockholder Approvals") and the Xxxxx Partner Approvals (as defined herein), to consummate the transactions contemplated by this Agreement to which JP is a party. PDC LP has the requisite power and authority to enter into this Agreement and, subject to the requisite JP Partner Approvals, to consummate the transactions contemplated by this Agreement to which PDC LP Xxxxx is a party. The execution and delivery of this Agreement by JP and PDC LP Xxxxx and the consummation by JP and PDC LP Xxxxx of the transactions contemplated by this Agreement to which they are parties Xxxxx is a party have been duly authorized by all necessary action on the part of JP and PDC LPXxxxx, except for and subject to the JP Xxxxx Stockholder Approval Approvals and the JP Xxxxx Partner Approvals. This Agreement has been duly executed and delivered by JP and PDC LP Xxxxx and constitutes a valid and binding obligation of each of JP and PDC LPXxxxx, enforceable against each of them Xxxxx in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.