Due Authorization; Conflicts. The execution, delivery and performance by Holdco of this Agreement are within Holdco's power and authority, have been duly authorized and do not contravene (i) the Holdco Charter Documents, (ii) any applicable law, order, rule or regulation applicable to Holdco of any court or of any federal, state or foreign regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Holdco or its properties (including any Requirements of Law regarding licensing and consumer protection) or (iii) any contractual restriction binding on or affecting Holdco, in the case of clause (ii) or (iii) above, the violation of which would have a Material Adverse Effect.
Due Authorization; Conflicts. The execution, delivery and performance by the Seller of this Agreement, the Settlement Purchase Agreements and each of the other Operative Documents to which it is a party are within the Seller's powers, have been duly authorized by all necessary partnership action, and do not contravene (i) the Seller's Agreement of Limited Partnership, (ii) any law, rule, regulation, order, decree or contractual restriction binding on, or affecting, the Seller and the violation of which would have, or could reasonably be expected to have, a Material Adverse Effect, or (iii) any agreement, contract, indenture, mortgage, or other instrument, document or agreement to which the Seller or any of its assets are subject or may be effected and the violation of which would have, or could reasonably be expected to have, a Material Adverse Effect.
Due Authorization; Conflicts. The execution, delivery and performance by the Seller of this Agreement and each of the other Transaction Documents to which it is a party are (i) within the Seller’s powers, (ii) have been duly authorized by all necessary corporate, partnership and/or limited liability company action, (iii) require no action by or in respect of, or filing with, any Governmental Authority or official thereof, and (iv) do not contravene, or constitute a default under, (x) the Seller’s limited liability company operating agreement, (y) any law, rule, regulation, order, decree or contractual restriction binding on, or affecting, the Seller, or (z) any agreement, contract, indenture, credit agreement, mortgage, or other instrument, document or agreement to which the Seller or any of its assets are subject or by which the Seller or any of its assets may be affected.
Due Authorization; Conflicts. The execution, delivery and performance by the Transferor of this Agreement are within the Transferor’s power, have been duly authorized and do not contravene (i) the Transferor’s First Amended and Restated Limited Liability Company Agreement, dated as of October 13, 2021, as amended from time to time, (ii) any applicable law, order, rule or regulation applicable to the Transferor of any court or of any federal, state or foreign regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or its properties whether in or outside of the United States or (iii) any contractual restriction binding on or affecting the Transferor, in the case of clause (ii) or (iii) above, the violation of which could reasonably be expected to have a material adverse effect on the Contribution hereunder, and do not result in the creation of any Lien (other than the Liens created under this Agreement) upon or with respect to any of its properties.
Due Authorization; Conflicts. The execution, delivery and performance by the Issuer of the Operative Documents are within the Issuer’s powers, have been duly authorized by all necessary company and member action, and do not contravene (i) the Issuer’s Organizational Documents, (ii) any Requirements of Law binding on, or affecting, the Issuer and the violation of which has, or could reasonably be expected to have, a Material Adverse Effect, or (iii) any agreement, contract, indenture, mortgage, or other instrument, document or agreement to which the Issuer or any of its assets are subject or may be effected.
Due Authorization; Conflicts. The execution, delivery and performance by the Seller of the Operative Documents are within the Seller's powers, have been duly authorized by all necessary company and member action, and do not contravene (i) the Seller's Organizational Documents, (ii) any law, rule, regulation, order, or decree binding on, or affecting, the Seller and the violation of which has, or could reasonably be expected to have, a Material Adverse Effect, or (iii) any agreement, contract, indenture, mortgage, or other instrument, document or agreement to which the Seller or any of its assets are subject or may be effected.
Due Authorization; Conflicts. The execution, delivery and performance by the Seller of this Agreement are within the Seller’s power and authority, have been duly authorized and do not contravene the Operating Agreement.
Due Authorization; Conflicts. The execution, delivery and performance by the Purchaser of this Agreement are within the Purchaser’s power, have been duly authorized by all necessary action, and do not contravene the Purchaser’s certificate of incorporation or bylaws.
Due Authorization; Conflicts. The execution, delivery and performance by the Transferee of this Agreement are within the Transferee’s power, have been duly authorized by all necessary action, and do not contravene (i) its limited liability company documents, (ii) any applicable law, order, rule or regulation applicable to the Transferee of any court or of any federal, state or foreign regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferee or its properties whether in or outside of the United States or (iii) any contractual restriction binding on or affecting the Transferee, in the case of clause (ii) or (iii) above, the violation of which could reasonably be expected to have a material adverse effect on the Contribution.
Due Authorization; Conflicts. The execution, delivery and performance by the Transferee of this Agreement and the Related Documents are within the Transferee’s power, have been duly authorized by all necessary action, and do not contravene (i) the Transferee’s organizational documents or (ii) any applicable law, order, rule or regulation applicable to the Transferee of any Governmental Authority having jurisdiction over the Transferee or its properties in the United States or (iii) any contractual restrictions binding on the Transferee, in the case of clause (ii) or (iii) above, the violation of which could reasonably be expected to have a material adverse effect.
