Common use of Due Authorization and Execution Clause in Contracts

Due Authorization and Execution. (1) Each Nova I Party has duly authorized, executed and delivered this Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova I Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova I Common Stock entitled to vote on the Nova I Merger, the Nova I Charter Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova I Parties and required under the MGCL to be voted on by the stockholders of Nova I (the “Nova I Requisite Vote”), this Agreement and the Transactions have been authorized by all corporate or limited partnership action necessary on the part of each Nova I Party. Assuming due execution by the Other Parties, this Agreement is a valid and legally binding obligation of each Nova I Party, enforceable against each Nova I Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (2) On or prior to the date hereof, the Nova I Board, upon the unanimous recommendation of the Nova I Board Special Committee, at a duly called and held meeting has unanimously (i) duly and validly authorized, in its own capacity and as the board of the sole general partner of Nova I OP, the execution, delivery and performance by Nova I and Nova I OP of this Agreement and declared advisable this Agreement and, on the terms and subject to the conditions set forth in this Agreement, the Nova I Merger, the Nova I OP Merger, the Nova I Charter Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova I Parties, (ii) directed that the Nova I Merger, the Nova I Charter Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova I Parties and required under the MGCL to be voted on by the stockholders of Nova I, be submitted (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova I Stockholders Meeting and (iii) subject to Section 6.01, resolved to recommend that the stockholders of Nova I vote in favor of the approval of the Nova I Merger, the Nova I Charter Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova I Parties and required under the MGCL to be voted on by the stockholders of Nova I (as they may be combined or separately required to be proposed or presented), and to include such recommendations in the Proxy Statement.

Due Authorization and Execution. (1) Each Nova I II Party has duly authorized, executed and delivered this Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova I II Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova I II Common Stock entitled to vote on the Nova I II Merger, the Nova I II Charter Amendments Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova I II Parties and required under the MGCL to be voted on by the stockholders of Nova I II (the “Nova I II Requisite Vote”), this Agreement and the Transactions have been authorized by all corporate or limited partnership action necessary on the part of each Nova I II Party. Assuming due execution by the Other Parties, this Agreement is a valid and legally binding obligation of each Nova I II Party, enforceable against each Nova I II Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (2) On or prior to the date hereof, the Nova I II Board, upon the unanimous recommendation of the Nova I II Board Special Committee, at a duly called and held meeting has unanimously (i) duly and validly authorized, in its own capacity and as the board of the sole general partner of Nova I II OP, the execution, delivery and performance by Nova I II and Nova I II OP of this Agreement and declared advisable this Agreement and, on the terms and subject to the conditions set forth in this Agreement, the Nova I II Merger, the Nova I II OP Merger, the Nova I II Charter Amendments Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova I II Parties, (ii) directed that the Nova I II Merger, the Nova I II Charter Amendments Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova I II Parties and required under the MGCL to be voted on by the stockholders of Nova III, be submitted (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova I II Stockholders Meeting and (iii) subject to Section 6.016.02, resolved to recommend that the stockholders of Nova I II vote in favor of the approval of the Nova I II Merger, the Nova I II Charter Amendments Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova I II Parties and required under the MGCL to be voted on by the stockholders of Nova I II (as they may be combined or separately required to be proposed or presented), and to include such recommendations in the Proxy Statement.

Due Authorization and Execution. (1) Each Nova I Party has duly authorized, executed and delivered this Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova I Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova I Common Stock entitled to vote on the Nova I Merger, the Nova I Charter Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova I Parties and required under the MGCL to be voted on by the stockholders of Nova I (the “Nova I Requisite Vote”), this Agreement and the Transactions have been authorized by all corporate or limited partnership action necessary on the part of each Nova I Party. Assuming due execution by the Other Parties, this Agreement is a valid and legally binding obligation of each Nova I Party, enforceable against each Nova I Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (2) On or prior to the date hereof, the Nova I Board, upon the unanimous recommendation of the Nova I Board Special Committee, at a duly called and held meeting has unanimously (i) duly and validly authorized, in its own capacity and as the board of the sole general partner of Nova I OP, the execution, delivery and performance by Nova I and Nova I OP of this the Original Combination Agreement and declared advisable this the Original Combination Agreement and, on the terms and subject to the conditions set forth in this Agreementthe Original Combination, the Nova I Merger, the Nova I OP Merger, the Nova I Charter Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova I Parties, (ii) directed that the Nova I Merger, the Nova I Charter Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova I Parties and required under the MGCL to be voted on by the stockholders of Nova I, be submitted (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova I Stockholders Meeting and (iii) subject to Section 6.01, resolved to recommend that the stockholders of Nova I vote in favor of the approval of the Nova I Merger, the Nova I Charter Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova I Parties and required under the MGCL to be voted on by the stockholders of Nova I (as they may be combined or separately required to be proposed or presented), and to include such recommendations in the Proxy Statement.

Due Authorization and Execution. (1) Each Nova I II Party has duly authorized, executed and delivered this Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova I II Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova I II Common Stock entitled to vote on the Nova I II Merger, the Nova I II Charter Amendments Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova I II Parties and required under the MGCL to be voted on by the stockholders of Nova I II (the “Nova I II Requisite Vote”), this Agreement and the Transactions have been authorized by all corporate or limited partnership action necessary on the part of each Nova I II Party. Assuming due execution by the Other Parties, this Agreement is a valid and legally binding obligation of each Nova I II Party, enforceable against each Nova I II Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (2) On or prior to the date hereof, the Nova I II Board, upon the unanimous recommendation of the Nova I II Board Special Committee, at a duly called and held meeting has unanimously (i) duly and validly authorized, in its own capacity and as the board of the sole general partner of Nova I II OP, the execution, delivery and performance by Nova I II and Nova I II OP of this the Original Combination Agreement and declared advisable this the Original Combination Agreement and, on the terms and subject to the conditions set forth in this the Original Combination Agreement, the Nova I II Merger, the Nova I OP Merger, the Nova I II Charter Amendments Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova I II Parties, (ii) directed that the Nova I II Merger, the Nova I II Charter Amendments Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova I II Parties and required under the MGCL to be voted on by the stockholders of Nova III, be submitted (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova I II Stockholders Meeting and (iii) subject to Section 6.016.02, resolved to recommend that the stockholders of Nova I II vote in favor of the approval of the Nova I II Merger, the Nova I II Charter Amendments Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova I II Parties and required under the MGCL to be voted on by the stockholders of Nova I II (as they may be combined or separately required to be proposed or presented), and to include such recommendations in the Proxy Statement.