Common use of Authorization; Enforceability; No Violations Clause in Contracts

Authorization; Enforceability; No Violations. (a) Such Purchaser is duly organized and validly existing in good standing as a partnership under the laws of the jurisdiction of its incorporation or organization and has all requisite limited partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted. Such Purchaser has the power to execute, deliver and perform the terms and provisions of the Documents and has taken all necessary action to authorize the execution, delivery and performance by it of such Documents and to consummate the transactions contemplated hereby and thereby. No other proceedings on the part of such Purchaser is necessary therefor. (b) Such Purchaser has duly executed and delivered this Agreement and, at the Closing, will have duly executed and delivered the other Documents to which it is a party. This Agreement constitutes, and the other Documents to which such Purchaser is a party, when executed and delivered by such Purchaser, and, assuming the due execution by the other parties hereto and thereto, will constitute the legal, valid and binding obligations of such Purchaser, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; Enforceability; No Violations. (a) Such If such Purchaser is or purports to be a corporation, partnership, limited partnership, limited liability company or other entity, such Purchaser is duly organized and validly existing in good standing as a partnership under the laws of the jurisdiction of its incorporation or organization and has all requisite limited partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted. Such Purchaser has the power to execute, deliver and perform the terms and provisions of the Documents and has taken all necessary action to authorize the execution, delivery and performance by it of such Documents and to consummate the transactions contemplated hereby and thereby. No other proceedings on the part of such Purchaser is necessary therefor. (b) Such Purchaser has duly executed and delivered this Agreement and, at the Closing, will have duly executed and delivered the other Documents to which it is a party. This Agreement constitutes, and the other Documents to which such Purchaser is a party, when executed and delivered by such Purchaser, and, assuming the due execution by the other parties hereto and thereto, will constitute the legal, valid and binding obligations of such Purchaser, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; Enforceability; No Violations. (a) Such Purchaser The Investor is duly organized and organized, validly existing and in good standing as a partnership under the laws of the jurisdiction of its incorporation or organization and jurisdiction, has all requisite limited partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted. Such Purchaser has the power to execute, deliver and perform the terms and provisions of the Documents this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of such Documents this Agreement and to consummate the transactions contemplated hereby and thereby. No other proceedings on the part of such Purchaser is necessary thereforthereby to be performed by it. (b) Such Purchaser The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby and thereby to be performed by it do not and will not violate any provision of (i) the Investor's organizational documents or (ii) any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which the Investor is subject. The Investor has duly executed and delivered this Agreement and, at the Closing, will have duly executed and delivered the other Documents to which it is a partyAgreement. This Agreement constitutes, and the other Documents to which such Purchaser is a party, when executed and delivered by such Purchaser, and, assuming Assuming the due execution hereof and thereof by the other parties hereto and theretoCompany, will constitute this Agreement constitutes the legal, valid and binding obligations obligation of such Purchaserthe Investor, enforceable against it the Investor in accordance with their its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; Enforceability; No Violations. (a) Such The Purchaser is duly organized and validly existing in good standing as a limited partnership under the laws of the jurisdiction State of its incorporation or organization Delaware and has all requisite limited partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted. Such The Purchaser has the partnership power to execute, deliver and perform the terms and provisions of the Documents and has taken all necessary partnership action to authorize the execution, delivery and performance by it of such Documents and to consummate the transactions contemplated hereby and thereby. No other partnership proceedings on the part of such Purchaser is necessary therefor. (b) Such The Purchaser has duly executed and delivered this Agreement and, at the Closing, will have duly executed and delivered the other Documents to which it is a party. This Agreement constitutes, and the other Documents to which such the Purchaser is a party, when executed and delivered by such the Purchaser, and, assuming the due execution by the other parties hereto and thereto, will constitute the legal, valid and binding obligations of such the Purchaser, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; Enforceability; No Violations. (a) Such If the Purchaser is not an individual, the Purchaser is duly organized and organized, validly existing and in good standing as a partnership under the laws of the jurisdiction of its incorporation or organization and jurisdiction, has all requisite limited partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted. Such Purchaser has the power to execute, deliver and perform the terms and provisions of the Documents this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of such Documents this Agreement and to consummate the transactions contemplated hereby and therebyto be performed by it. No other proceedings on If the part of such Purchaser is necessary thereforan individual, it has the legal capacity to execute, deliver and perform the terms and provisions of this Agreement. (b) If the Purchaser is not an individual, the execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby to be performed by it do not and will not violate any provision of (i) such Purchaser's organizational documents, or (ii) any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which such Purchaser is subject. Such Purchaser has duly executed and delivered this Agreement and, at the Closing, will have duly executed and delivered the other Documents to which it is a partyAgreement. This Agreement constitutes, and the other Documents to which such Purchaser is a party, when executed and delivered by such Purchaser, and, assuming Assuming the due execution hereof by the other parties hereto and theretoCompany, will constitute this Agreement constitutes the legal, valid and binding obligations obligation of such Purchaser, enforceable against it such Purchaser in accordance with their its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; Enforceability; No Violations. (a) Such Purchaser is a bank or corporation, duly organized and or incorporated (as the case may be), validly existing and in good standing as a partnership under the laws of the jurisdiction of its incorporation organization or organization incorporation, and has all requisite limited partnership corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted. Such Purchaser has the power to execute, deliver and perform the terms and provisions of the Documents this Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance by it of such Documents this Agreement and to consummate the transactions contemplated hereby and thereby. No other proceedings on the part of such Purchaser is necessary thereforhereby. (b) The execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby do not and will not violate any provision of (i) such Purchaser's organizational documents and (ii) any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which such Purchaser is subject. Such Purchaser has duly executed and delivered this Agreement and, at the Closing, will have duly executed and delivered the other Documents to which it is a partyAgreement. This Agreement constitutes, and the other Documents to which such Purchaser is a party, when executed and delivered by such Purchaser, and, assuming Assuming the due execution hereof by the other parties hereto and theretoCompany, will constitute this Agreement constitutes the legal, valid and binding obligations obligation of such Purchaser, enforceable against it such Purchaser in accordance with their its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; Enforceability; No Violations. (a) Such The Purchaser is duly organized and validly existing in good standing as a partnership under the laws of the jurisdiction State of its incorporation or organization Delaware and has all requisite limited partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted. Such The Purchaser has the partnership power to execute, deliver and perform the terms and provisions of the Documents and has taken all necessary partnership action to authorize the execution, delivery and performance by it of such Documents and to consummate the transactions contemplated hereby and thereby. No other partnership proceedings on the part of such Purchaser is necessary therefor. (b) Such The Purchaser has duly executed and delivered this Agreement and, at the First Closing, will have duly executed and delivered the other Documents to which it is a party. This Agreement constitutes, and the other Documents to which such the Purchaser is a party, when executed and delivered by such the Purchaser, and, assuming the due execution by the other parties hereto and thereto, will constitute the legal, valid and binding obligations of such the Purchaser, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; Enforceability; No Violations. (a) Such The Purchaser is duly organized and validly existing in good standing as a partnership corporation under the laws of the its jurisdiction of its incorporation or organization and has all requisite limited partnership corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted. Such The Purchaser has the corporate power to execute, deliver and perform the terms and provisions of the Documents and has taken all necessary corporate action to authorize the execution, delivery and performance by it of such Documents and to consummate the transactions contemplated hereby and thereby. No other corporate proceedings on the part of such the Purchaser is necessary therefor. (b) Such The Purchaser has duly executed and delivered this Agreement and, at the Closing, and will have duly executed execute and delivered deliver the other Documents to which it is a party. This Agreement constitutes, and the other Documents to which such the Purchaser is a party, when executed and delivered by such the Purchaser, and, assuming the due execution by the other parties hereto and thereto, will constitute the legal, valid and binding obligations of such the Purchaser, enforceable against it the Purchaser in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).