Authorization of Transaction; Binding Effect. (a) Buyer has full organizational power and authority to carry on its business as is presently conducted, to execute and deliver this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents to which it is a party by Buyer and the performance by Buyer of its obligations hereunder and thereunder have been duly authorized by all requisite organizational action.
Authorization of Transaction; Binding Effect. (a) Each of the Target Companies has full corporate or limited liability company power and authority to own, lease and operate its assets and to carry on its business as is presently conducted. Each of the Target Companies has the full corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents by the applicable Target Companies and the performance by the applicable Target Companies of their obligations hereunder and thereunder have been duly authorized by all requisite corporate or limited liability company action, as applicable. Each of the Target Companies has made available to Buyer true, complete and correct copies of its limited liability company agreement, certificate of incorporation and bylaws, as applicable, each as in effect on the date of this Agreement (“Target Companies Charter Documents”).
Authorization of Transaction; Binding Effect. Seller has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of, and performance of its obligations under, this Agreement by Seller has been duly authorized by all requisite action on the part of Seller. This Agreement constitutes a valid and binding obligation of Seller enforceable against it in accordance with its terms.
Authorization of Transaction; Binding Effect. (a) Such Seller has the power and authority to execute and deliver this Agreement and to perform his or its obligations hereunder.
Authorization of Transaction; Binding Effect. (a) Each of Parent and Merger Sub has full organizational power and authority to carry on its business as is presently conducted, to execute and deliver this Agreement and each of the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the Ancillary Documents by Parent and Merger Sub and the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder have been duly authorized by all requisite organizational action.
Authorization of Transaction; Binding Effect. (a) Blocker I has full corporate power and authority to own, lease and operate its assets and to carry on its business as is presently conducted. Blocker I has the full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution and delivery of this Agreement and each other Transaction Document to which Blocker I is or will be a party and the performance by Blocker I of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action, and no other corporate act or proceedings on the part of Blocker I is necessary to authorize this Agreement and each other Transaction Document to which it is or will be a party. Blocker I has made available to Buyer and Merger Sub a true, complete and correct copy of its Organizational Documents as is currently in effect.
Authorization of Transaction; Binding Effect. (a) Blocker II Seller has the full power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and each other Transaction Document to which Blocker II Seller is or will be a party and the performance by Blocker II Seller of its obligations hereunder and thereunder have been duly authorized by all requisite limited partnership action, and no other limited partnership act or proceedings on the part of Blocker II Seller is necessary to authorize this Agreement and each other Transaction Document to which it is or will be a party. Blocker II Seller has made available to Buyer and Merger Sub a true, complete and correct copy of its Organizational Documents as is currently in effect.
Authorization of Transaction; Binding Effect. (a) Each Company has full organizational power and authority to own, lease and operate its assets and to carry on its business as is presently conducted. Each Company has full corporate or organizational power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or will be a party, to perform such Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Company of this Agreement and each of the Ancillary Agreements to which such Company will be party, and the performance by each Company of its obligations hereunder and thereunder, as applicable, have been duly authorized by all requisite corporate or organizational action on the part of each Company.
Authorization of Transaction; Binding Effect. (a) Each of the Acquired Companies has full corporate or limited liability company power and authority to own, lease and operate its properties and carry on the businesses of such Acquired Company as is presently conducted.
Authorization of Transaction; Binding Effect. (a) Buyer has full corporate or other organizational power and authority to carry on its business as is presently conducted, to execute and deliver this Agreement and the other documents contemplated hereby to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the other documents contemplated hereby to which it is a party, the performance by Buyer 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 corporate or other organizational action.
