Common use of Authorization of the Contribution Agreement Clause in Contracts

Authorization of the Contribution Agreement. The Contribution Agreement was duly authorized, executed and delivered by each of the SPLC Parties party thereto and constitutes a valid and binding agreement, enforceable against the SPLC Parties party thereto in accordance with its terms; provided that the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law) and (B) public policy, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

Authorization of the Contribution Agreement. The Contribution Agreement was duly authorized, executed and delivered by each of the SPLC Parties Partnership Entities party thereto and constitutes a valid and binding agreement, enforceable against the SPLC Parties Partnership Entities party thereto in accordance with its terms; provided that the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law) and (B) public policy, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.