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

Authorization of Transaction; Binding Effect. (a) Blocker II has full corporate power and authority to own, lease and operate its assets and to carry on its business as is presently conducted. Blocker II 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 II is or will be a party and the performance by Blocker II 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 II is necessary to authorize this Agreement and each other Transaction Document to which it is or will be a party. Blocker II has made available to Buyer and Merger Sub a true, complete and correct copy of its Organizational Documents as is currently in effect. (b) This Agreement and each other Transaction Document to which Blocker II is or will be a party have been duly authorized, have been or will prior to or at the Closing be executed and delivered by Blocker II and constitutes the valid and legally binding obligation of Blocker II, enforceable against Blocker II in accordance with 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) Blocker II 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 II 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 thereunder, and to consummate the Transactions. The execution and delivery of this Agreement and each other Transaction Document to which Blocker II I is or will be a party and the performance by Blocker II I of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action action, and no other corporate act or proceedings on the part of Blocker II I is necessary to authorize this Agreement and each other Transaction Document to which it is or will be a party. Blocker II I has made available to Buyer and Merger Sub a true, complete and correct copy of its Organizational Documents as is currently in effect. (b) This Agreement and each other Transaction Document to which Blocker II I is or will be a party have been duly authorized, have been or will prior to or at the Closing be executed and delivered by Blocker II I and constitutes the valid and legally binding obligation of Blocker III, enforceable against Blocker II I in accordance with 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) Blocker II has full corporate power and authority to own, lease and operate its assets and to carry on its business as is presently conducted. Blocker II I Seller 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 II I Seller is or will be a party and the performance by Blocker II I Seller of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action limited partnership action, and no other corporate limited partnership act or proceedings on the part of Blocker II I Seller is necessary to authorize this Agreement and each other Transaction Document to which it is or will be a party. Blocker II I Seller has made available to Buyer and Merger Sub a true, complete and correct copy of its Organizational Documents as is currently in effect. (b) This Agreement and each other Transaction Document to which Blocker II I Seller is or will be a party have been duly authorized, have been or will prior to or at the Closing be executed and delivered by Blocker II I Seller and constitutes the valid and legally binding obligation of Blocker III Seller, enforceable against Blocker II I Seller in accordance with 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) Blocker II has full corporate power and authority to own, lease and operate its assets and to carry on its business as is presently conducted. Blocker II Seller 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 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 corporate action limited partnership action, and no other corporate 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. (b) This Agreement and each other Transaction Document to which Blocker II Seller is or will be a party have been duly authorized, have been or will prior to or at the Closing be executed and delivered by Blocker II Seller and constitutes the valid and legally binding obligation of Blocker IIII Seller, enforceable against Blocker II Seller in accordance with 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).