Common use of Authorization, Etc Clause in Contracts

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor, and this Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Subsidiary Guaranty has been duly authorized by all necessary corporate action on the part of each Subsidiary Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor, and this Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate or limited liability company, as applicable, action on the part of the Companyeach Issuer, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company each Issuer enforceable against the Company such Issuer in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement The Subsidiary Guarantee has been duly authorized by all necessary corporate action on the part of the Parent each Subsidiary Guarantor, and this Agreement the Subsidiary Guarantee constitutes the a legal, valid and binding obligation of the Parent each Subsidiary Guarantor enforceable against the Parent each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate limited liability company or limited partnership action (as the case may be) on the part of the CompanyIssuer, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company Issuer enforceable against the Company Issuer in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This The Parent Guaranty and this Agreement has have been duly authorized by all necessary corporate limited partnership action on the part of the Parent Guarantor, MLP and this Agreement constitutes upon execution and delivery thereof will constitute the legal, valid and binding obligation of the Parent Guarantor MLP, enforceable against the Parent Guarantor MLP in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement The Subsidiary Guaranty of each Subsidiary Guarantor has been duly authorized by all necessary corporate action on the part of the Parent such Subsidiary Guarantor, and this Agreement such Subsidiary Guaranty constitutes the a legal, valid and binding obligation of the Parent such Subsidiary Guarantor enforceable against the Parent such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Subsidiary Guaranty has been duly authorized by all necessary corporate action on the part of each Subsidiary Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor, and this Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate or partnership action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Subsidiary Guaranty has been duly authorized by all necessary corporate, partnership or limited liability company action (as the case may be) on the part of each Subsidiary Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor, and this Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate limited partnership action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has been duly authorized by all necessary corporate action trust, limited liability company or limited partnership action, as applicable, on the part of the Parent each Guarantor, and this Agreement constitutes the a legal, valid and binding obligation of the Parent such Guarantor enforceable against the Parent such Guarantor in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This The Guaranty Agreement delivered pursuant to Section 4.10 has been duly authorized by all necessary corporate action on the part of the Parent GuarantorXxxxxxx LLC, and this such Guaranty Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor Xxxxxxx LLC enforceable against the Parent Guarantor it in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate trust action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This The Subsidiary Guaranty Agreement has been duly authorized by all necessary corporate or other action on the part of the Parent each Subsidiary Guarantor, and this the Subsidiary Guaranty Agreement constitutes the a legal, valid and binding obligation of the Parent each Subsidiary Guarantor enforceable against the Parent each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (a1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Subsidiary Guaranty has been duly authorized by all necessary corporate action on the part of each Subsidiary Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor, and this Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This The Guaranty Agreement delivered pursuant to Section 4.11 has been duly authorized by all necessary corporate action on the part of the Parent GuarantorSxxxxxx LLC, and this such Guaranty Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor Sxxxxxx LLC enforceable against the Parent Guarantor it in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This The Guaranty Agreement delivered pursuant to Section 4.11 has been duly authorized by all necessary corporate action on the part of the Parent GuarantorMIX, and this such Guaranty Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor MIX enforceable against the Parent Guarantor it in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Subsidiary Guaranty has been duly authorized by all necessary corporate action on the part of each Subsidiary Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor, in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor, and this Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This The Subsidiary Guaranty Agreement has been duly authorized by all necessary corporate or limited liability company action on the part of the Parent each Subsidiary Guarantor, and this the Subsidiary Guaranty Agreement constitutes the legal, valid and binding obligation of the Parent each Subsidiary Guarantor enforceable against the Parent each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement The Subsidiary Guaranty of each Original Subsidiary Guarantor has been duly authorized by all necessary corporate action on the part of the Parent such Original Subsidiary Guarantor, and this Agreement such Subsidiary Guaranty constitutes the a legal, valid and binding obligation of the Parent such Original Subsidiary Guarantor enforceable against the Parent such Original Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This The Guaranty Agreement has been duly authorized by all necessary corporate action on the part of the Parent GuarantorClosing Guarantors, and this the Guaranty Agreement constitutes the a legal, valid and binding obligation of the Parent each Closing Guarantor enforceable against the Parent each Closing Guarantor in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes other Note Documents have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each other Note Document will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Guarantee has been duly authorized by all necessary corporate, limited partnership or limited liability company action (as the case may be) on the part of each Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor, and this Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate entity action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement (including, without limitation, the Unconditional Guaranty) has been duly authorized by all necessary corporate entity action on the part of the Parent Guarantor, and this Agreement (including, without limitation, the Unconditional Guaranty) constitutes the a legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement Agreement, the Other Agreements and the Notes Guaranty Agreement have been duly authorized by all necessary corporate action on the part of the CompanyTrust, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will Guaranty Agreement constitute, a legal, valid and binding obligation obligations of the Company Trust enforceable against the Company Trust in accordance with its their respective terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has Agreement, the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Parent GuarantorTrust as general partner of the Operating Partnership, and this Agreement constitutes the constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Parent Guarantor Operating Partnership enforceable against the Parent Guarantor Operating Partnership in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement The Subsidiary Guaranty has been duly authorized by all necessary corporate action on the part of the Parent each Subsidiary Guarantor, and this Agreement constitutes the constitutes, a legal, valid and binding obligation of the Parent each Subsidiary Guarantor enforceable against the Parent such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, , fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Agreement and the Parent Guaranty have been duly authorized by all necessary corporate action on the part of the Parent, and this Agreement constitutes, and upon execution and delivery thereof the Parent Guaranty will constitute the legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor, and this Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and and, in the case of the Co-Obligors, the Notes have been duly authorized by all necessary corporate action on the part of the CompanyCompany and each Co-Obligor, as the case may be, and this Agreement constitutes, and and, in the case of each Co-Obligor, upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company and each Co-Obligor, enforceable against the Company and each Co-Obligor, as the case may be, in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Subsidiary Guaranty has been duly authorized by all necessary corporate action on the part of each Subsidiary Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor, and this Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Agreement and the Parent Guaranty have been duly authorized by all necessary corporate action on the part of the Parent, and this Agreement constitutes, and upon execution and delivery thereof the Parent Guaranty will constitute the legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor, and this Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This The Guaranty Agreement has been duly authorized by all necessary corporate action on the part of the Parent Closing Guarantor, and this the Guaranty Agreement constitutes the a legal, valid and binding obligation of the Parent Closing Guarantor enforceable against the Parent Closing Guarantor in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Parent Guaranty has been duly authorized by all necessary corporate action on the part of the Parent and UP Energy and upon execution and delivery thereof will constitute the legal, valid and binding obligation of the Parent and UP Energy, enforceable against the Parent and UP Energy in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor, and this Agreement constitutes the legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This Agreement The Subsidiary Guaranty has been duly authorized by all necessary corporate action on the part of the Parent Guarantoreach Subsidiary Guarantor party thereto, and this Agreement the Subsidiary Guaranty constitutes the legal, valid and binding obligation of the Parent such Subsidiary Guarantor enforceable against the Parent such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) This The Subsidiary Guaranty and the Security Agreement has have been duly authorized by all necessary corporate action on the part of the Parent each Guarantor, and this upon execution and delivery thereof the Subsidiary Guaranty and the Security Agreement constitutes the will constitute, legal, valid and binding obligation obligations of the Parent each Guarantor enforceable against the Parent each Guarantor in accordance with its their respective terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).