Common use of Authorization; Binding Obligation Clause in Contracts

Authorization; Binding Obligation. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer Seller has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all each of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Seller of this Agreement and each Related Agreement to which it is a partyAgreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action on the part of Buyer Seller and no other corporate proceedings on the Seller’s part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by BuyerSeller, and each Related Agreement to which Buyer is a partyAgreement, when executed and delivered by BuyerSeller, is or will be duly and validly executed and delivered by BuyerSeller, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, valid and binding obligation of Buyer Seller, enforceable against Buyer Seller in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer Seller has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all each of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Seller of this Agreement and each Related Agreement to which it is a partyAgreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action on the part of Buyer Seller and no other corporate proceedings on the Seller’s part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by BuyerSeller, and each Related Agreement to which Buyer is a partyAgreement, when executed and delivered by BuyerSeller, is or will be duly and validly executed and delivered by BuyerSeller, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, valid and binding obligation of Buyer Seller, enforceable against Buyer Seller in accordance with its respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally generally, and (bii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer (a) The Seller has all necessary corporate the requisite partnership power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder the Other Documents and to consummate the transactions contemplated hereby and thereby. The execution All partnership proceedings on the part of the Seller which are necessary to execute, deliver and delivery by Buyer of perform this Agreement and each Related Agreement of the Other Documents and to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of consummate the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and thereintaken. This Agreement has been duly and validly executed and delivered by Buyerbeen, and each Related Agreement at or prior to which Buyer is a party, when the Closing the Other Documents required to be executed and delivered by Buyer, is or the Seller will be duly and validly executed by the Seller, and, assuming due authorization, execution and delivered delivery by the Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes constitute (or will constitute, a legal, valid, ) valid and binding obligation obligations of Buyer the Seller, enforceable against Buyer the Seller in accordance with its respective their terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium and or other Laws of general application laws affecting enforcement of creditors’ ' rights generally or by the availability of equitable remedies generally. No power of attorney has been granted and is currently in force by the Seller with respect to any matter relating to the Seller or its business, operations or assets. (b) The Partners are the only Persons having any interest in the ownership of the Seller. Attached as limited Exhibit D hereto is a list of all interests of the Seller held by Laws relating to the availability of specific performance, injunctive relief or other equitable remediesPartners.

Authorization; Binding Obligation. Buyer Seller has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all each of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Seller of this Agreement and each Related Agreement to which it is a partyAgreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action on the part of Buyer Seller and no other corporate proceedings on the Seller’s part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by BuyerSeller, and each Related Agreement to which Buyer is a partyAgreement, when executed and delivered by BuyerSeller, is or will be duly and validly executed and delivered by BuyerSeller, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, valid and binding obligation of Buyer Seller, enforceable against Buyer Seller in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies (collectively, the “Enforceability Exceptions”).

Authorization; Binding Obligation. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or Buyer will be duly and validly executed and delivered by Buyer, Buyer and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its their respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and and, (bii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.