Due Authorization and Validity. The Controlling Partnership Units and the limited partnership interests evidenced thereby to be issued pursuant to Section 4.1 will be duly authorized prior to issuance and, when issued pursuant to the terms and conditions of this Agreement, will be validly issued and fully paid and non-assessable (except as such non-assessability may be affected by Section 17-303, Section 17-607 or Section 17-804 of the Delaware Revised Uniform Limited Partnership Act or the Controlling Partnership LPA) and free and clear of any Liens. Except for (i) Controlling Partnership Units issuable to KPE pursuant to Section 4.1, (ii) Controlling Partnership Units issuable upon exchange by Holdings or its designees or other holders of Class A Units to the Controlling Partnership of partner interests in the Group Partnerships in accordance with the Exchange Agreement or a similar agreement providing for similar exchange rights, (iii) Controlling Partnership Units that may be issued at or following the Closing upon exchange of Group Partnership Units issued pursuant to awards (including actual Group Partnership Units or phantom, option or other derivative securities) granted under the Pre-Listing Incentive Plan following the Effective Time (as defined in the Purchase Agreement), in accordance with Section 4.12 of this Agreement; provided, that for the avoidance of doubt, awards of Controlling Partnership Common Units (including grants of phantom, option or other derivative securities) may also be issued upon the completion of the Closing under the Post-Listing Incentive Plan in accordance with its terms, (iv) non-economic general partner interests in the Controlling Partnership, (v) Controlling Partnership Units that may be issued in a separate primary offering by the Controlling Partnership simultaneously with the US Listing and (vi) the assumption by the Controlling Partnership of the Adjusted UARs in accordance with Section 4.13, there are (A) no outstanding equity interests in the Controlling Partnership, (B) outstanding securities or other instruments or rights of any person convertible or exchangeable for equity interests in the Controlling Partnership or (C) options or other rights to acquire from the Controlling Partnership any equity interests in the Controlling Partnership or obligations of the Controlling Partnership to issue any equity securities in the Controlling Partnership.
Due Authorization and Validity. Seller has all requisite power and authority to enter into this Agreement, to perform Seller's obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, subject to the due execution and delivery by the Company, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
Due Authorization and Validity. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and the transactions set forth herein have been approved by the Board of Directors of the Company, including each director of the Company that has no interest in the transactions. This Agreement has been duly and validly executed and delivered by the Company and, subject to the due execution and delivery by Seller, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Due Authorization and Validity. This Agreement has been duly and validly authorized by the Placement Agent, and, when executed and delivered, will constitute, the valid and binding agreement of the Placement Agent, enforceable against you in accordance with its terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
Due Authorization and Validity. This Agreement has been duly and validly authorized by the Underwriter, and, when executed and delivered, will constitute, the valid and binding agreement of the Underwriter, enforceable against you in accordance with its terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
Due Authorization and Validity. Each Seller entity party hereto has all requisite power and authority to enter into this Agreement, to perform such Seller's obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Seller entity party hereto and, subject to the due execution and delivery by the Purchasers, this Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms.
Due Authorization and Validity. Each Purchaser has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Purchaser and, subject to the due execution and delivery by the Sellers, this Agreement constitutes the legal, valid and binding obligation of each Purchaser, enforceable against each Purchaser in accordance with its terms.
Due Authorization and Validity. The execution and delivery of this Agreement and the performance by Buyer of its obligations hereunder have been duly authorized by all trust action (including, without limitation, all necessary approvals by the board of directors, shareholders or partners thereof) as may be required, and no further action or approval is required in order to constitute this Agreement as a binding and enforceable obligation of Buyer; when executed and delivered by Buyer the documents required to be executed by Buyer hereunder will each have been duly authorized, valid and binding upon Buyer; the execution and delivery of this Agreement and the consummation of the transaction contemplated hereunder on the part of Buyer do not and will not violate the articles of incorporation or other documentation creating the legal entity of Buyer, and do not and will not conflict with or result in the breach of any condition or provision of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Buyer by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which Buyer is a party or which is or purports to be binding upon Buyer or which affects Buyer; and no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon Buyer in accordance with its terms, except for any action which may be required by the Xxxx-Xxxxx Act.
Due Authorization and Validity. The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder have been duly authorized by all action as may be required, and no further action or approval is required in order to constitute this Agreement as a binding and enforceable obligation of Seller; when executed and delivered by Seller the documents required to be executed by Seller hereunder will each have been duly authorized, valid and binding upon Seller; the execution and delivery of this Agreement and the consummation of the transaction contemplated hereunder on the part of Seller do not and will not conflict with or result in the breach of any condition or provision of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Seller by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which Seller is a party or which is or purports to be binding upon Seller or which affects Seller; and no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon Seller in accordance with its terms, except for any action which may be required by the Xxxx-Xxxxx Act.
Due Authorization and Validity. It has taken all corporate action necessary to authorize the execution and delivery by it of the Trust Agreement and of this Agreement (to the extent that it contains representations, warranties and covenants made by it in its individual capacity), and such agreements have been executed and delivered by one of its officers who is duly authorized to execute and deliver such agreements on its behalf, and such agreements, assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, constitute its legal, valid and binding obligation, enforceable against it in accordance with the terms thereof, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors rights. It (assuming due authorization, execution and delivery of the Trust Agreement by the Owner Participants), acting as Owner Trustee, has taken all corporate action necessary to authorize the execution and delivery by it of the Operative Documents to which it is a party, and each Operative Document executed by it in its capacity as Owner Trustee has been executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on its behalf in such capacity, and constitutes Owner Trustee's legal valid and binding obligation, enforceable against Owner Trustee, solely in its capacity as trustee, in accordance with the terms thereof.
