Common use of Authorization of Transaction; Binding Effect Clause in Contracts

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”). (b) This Agreement has been duly executed and delivered by the Target Companies and constitutes the valid and legally binding obligation of the Target Companies, enforceable in accordance with its terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by general equitable principles). As of the Closing, each Ancillary Document to which any Target Company is a party will have been duly executed and delivered by such Target Company and will constitute the valid and legally binding obligation of such Target Company, enforceable in accordance with its terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by general equitable principles).

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 each of the Ancillary Documents by each of the applicable Target Companies and the performance by each of the applicable Target Companies of their its 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 Parent 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”). (b) This Agreement has been duly executed and delivered by the Target Companies and constitutes the valid and legally binding obligation of the Target Companies, enforceable in accordance with its terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by general equitable principles). As of the Closing, each Ancillary Document to which any the Target Company is are a party will have been duly executed and delivered by such the Target Company Companies and will constitute the valid and legally binding obligation of such the Target CompanyCompanies, enforceable in accordance with its terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by general equitable principles).

Authorization of Transaction; Binding Effect. (a) Each THP and each of the Target Companies has its Subsidiaries have full corporate or limited liability company power and authority to own, lease lease, license and operate its properties and assets and to carry on its business as is presently conducted. Each of the Target Companies has THP and its Subsidiaries each have the full corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Documents each other Transaction Document to which it is or will be a party and to perform its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery of this Agreement and the Ancillary Documents each other Transaction Document by the applicable Target Companies THP and each of its Subsidiaries, as applicable, and the performance by the applicable Target Companies THP and its Subsidiaries of their obligations hereunder and thereunder have been duly authorized by all requisite corporate or limited liability company action, as applicableand no other limited liability company act or proceedings on the part of THP or any of its Subsidiaries is necessary to authorize this Agreement and each other Transaction Document to which it is or will be a party. Each THP and each of the Target Companies its Subsidiaries has made available to Buyer true, complete and correct copies of its limited liability company agreement, certificate of incorporation and bylaws, as applicableOrganizational Documents, each as currently in effect on the date of this Agreement (“Target Companies Charter Documents”)effect. (b) This Agreement has and each other Transaction Document to which THP or any of its Subsidiaries is or will be a party have been duly authorized, have been or will be at or prior to the Closing executed and delivered by the Target Companies THP and/or its Subsidiaries, as applicable, and each constitutes the valid and legally binding obligation of the Target CompaniesTHP and/or its Subsidiaries, as applicable, enforceable against THP and/or its Subsidiaries, as applicable, in accordance with its terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by general equitable principles). As of the Closing, each Ancillary Document to which any Target Company is a party will have been duly executed and delivered by such Target Company and will constitute the valid and legally binding obligation of such Target Company, enforceable in accordance with its their terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by general equitable principles).

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 properties and to carry on its the business of such Target Company as is presently conducted. Each conducted on of the date hereof, except as would not interfere in any material respect with the operation of the business of such Target Companies Company. (b) Seller has the full corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Documents other documents contemplated hereby to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement and the Ancillary Documents by the applicable Target Companies other documents contemplated hereby to which it is a party and the performance by the applicable Target Companies Seller of their its obligations hereunder and thereunder have been duly authorized by all requisite corporate or limited liability company action, as applicable. Each of the Target Companies Seller has made available Made Available to Buyer true, complete and correct copies of its limited liability company agreementresolutions, certificate or required consents or waivers of incorporation the board of directors and bylawsstockholders of each of Seller and Guarantor in accordance with stockholder or joint venture agreements or the Laws of organization of Seller or Guarantor, as applicable, each as in effect on authorizing the date execution of this Agreement (“Target Companies Charter Documents”)and the transactions contemplated hereby including without limitation the Sale and the execution, delivery and performance under the Transition Services Agreement. (bc) This Agreement has and the other documents contemplated hereby to which Seller is a party have been or will be duly executed and delivered by the Target Companies Seller and constitutes constitute, or when executed and delivered will constitute, the valid and legally binding obligation of the Target CompaniesSeller, enforceable in accordance with its their terms and conditions (conditions, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or and by general equitable principles). As of the Closing, each Ancillary Document to which any Target Company is principles (whether considered in a party will have been duly executed and delivered by such Target Company and will constitute the valid and legally binding obligation of such Target Company, enforceable proceeding at law or in accordance with its terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by general equitable principlesequity).

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 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 articles of incorporation and bylaws, as applicable, each as in effect on the date of this Agreement (“Target Companies Charter Documents”). (b) This Agreement has been duly executed and delivered by the Target Companies and constitutes the valid and legally binding obligation of the Target Companies, enforceable in accordance with its terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by general equitable principles). As of the Closing, each Ancillary Document to which any Target Company is a party will have been duly executed and delivered by such Target Company and will constitute the valid and legally binding obligation of such Target Company, enforceable in accordance with its terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by general equitable principles).