Common use of Due Authorization; Enforceability Clause in Contracts

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement have been duly and validly authorized by Seller. Assuming the due authorization, execution and delivery of the same by Buyer, this Agreement and all other agreements and instruments entered into pursuant hereto (collectively, the “Transaction Documents”) constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement have been duly and validly authorized by SellerBuyer. Assuming the due authorization, execution and delivery of the same by BuyerSeller, this Agreement and all the other agreements and instruments entered into pursuant Transaction Documents hereto (collectively, the “Transaction Documents”) constitute the legal, valid and binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement have and the other Transaction Documents to which Seller is a party has been duly and validly authorized by Seller. Assuming the due authorization, execution and delivery of the same by Buyer, this Agreement and all each of the other agreements and instruments entered into pursuant hereto (collectively, the “Transaction Documents”) constitute Documents to which Seller is a party constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement have and the other Transaction Documents to which Buyer is a party has been duly and validly authorized by SellerBuyer. Assuming the due authorization, execution and delivery of the same by BuyerSeller, this Agreement and all each of the other agreements and instruments entered into pursuant hereto (collectively, the “Transaction Documents”) constitute Documents to which Buyer is a party constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement have been duly and validly authorized by SellerBuyer. Assuming the due authorization, execution and delivery of the same by BuyerSeller, this Agreement and all the other agreements and instruments entered into pursuant Transaction Documents to which Buyer is a party hereto (collectively, the “Transaction Documents”) constitute the legal, valid and binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement have been duly and validly authorized by Seller. Assuming the due authorization, execution and delivery of the same by Buyer, this Agreement and all other agreements and instruments entered into pursuant hereto (collectively, the “Transaction Documents”) ), constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement and the Note have been duly and validly authorized by SellerBuyer. Assuming the due authorization, execution and delivery of the same by BuyerSeller (to the extent required), this Agreement and all other agreements and instruments entered into pursuant hereto (collectivelyAgreement, the “Note and the other Transaction Documents”) Documents hereto constitute the legal, valid and binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. The execution, delivery and performance of this This Agreement have has been duly and --------------------------------- validly authorized executed by Seller. Assuming such Seller and (assuming the due authorization, execution and delivery of the same by Buyer, this Agreement and all other agreements and instruments entered into pursuant hereto (collectively, the “Transaction Documents”Company) constitute constitutes the legal, valid and binding obligation of such Seller, enforceable against Seller in accordance with their respective terms (its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization and other reorganization, moratorium or similar laws and Applicable Laws affecting creditors' rights generally or by general equitable principles relating to or limiting creditors’ rights generally)affecting the enforcement of contracts.

Due Authorization; Enforceability. The executionSellers have full power and authority to enter into this Agreement, delivery and performance of perform this Agreement and consummate the Transaction contemplated hereby. Sellers have been duly and validly authorized by Sellerexecuted and delivered this Agreement. Assuming the due authorization, execution and delivery of the same by Buyer, this This Agreement and all other agreements and instruments entered into pursuant hereto (collectively, the “Transaction Documents”) constitute constitutes the legal, valid and binding obligation of SellerSellers, enforceable against Seller in accordance with their respective terms (its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and other or similar laws and equitable principles relating to or limiting in effect which affect the enforcement of creditors’ rights generally)generally and by equitable limitations on the availability of specific remedies.

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement have been duly and validly authorized by SellerBuyer. Assuming the due authorization, execution and delivery of the same by BuyerSellers, this Agreement and all the other agreements and instruments entered into pursuant Transaction Documents to which Buyer is a party hereto (collectively, the “Transaction Documents”) constitute the legal, valid and binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement have been duly and validly authorized by Seller. Assuming the due authorization, execution and delivery of the same by Buyer, this Agreement and all other agreements the unit transfer certificate and instruments entered into pursuant hereto takedown certificate provided for in Section 4 (collectively, the “Transaction Documents”) constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement have been duly and validly authorized by SellerSellers. Assuming the due authorization, execution and delivery of the same by Buyer, this Agreement and all other agreements and instruments entered into pursuant hereto (collectively, the “Transaction Documents”) to which Sellers are a party constitute the legal, valid and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. Seller has full capacity, power, and authority to enter into and perform this Agreement and the transactions contemplated herein. The execution, delivery delivery, and performance by Seller of this Agreement have been duly and validly authorized and approved by all necessary limited liability company action on the part of Seller. Assuming This Agreement constitutes (and the due authorizationother instruments delivered pursuant hereto, execution when executed and delivery of the same by Buyerdelivered, this Agreement and all other agreements and instruments entered into pursuant hereto (collectively, the “Transaction Documents”will constitute) constitute the legal, valid and binding obligation obligations of Seller, enforceable against Seller in accordance with their respective terms (terms, except as may be limited by bankruptcy, insolvency, reorganization bankruptcy or other Laws applicable generally to creditor’s rights and other similar laws and as limited by general equitable principles relating to or limiting creditors’ rights generally)principles.

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement have been duly and validly authorized by SellerBuyer. Assuming the due authorization, execution and delivery of the same by BuyerSeller, this Agreement and all other agreements and instruments entered into pursuant hereto (collectively, the “Transaction Documents”) Loan Assignment constitute the legal, valid and binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement have been duly and validly authorized by Seller. Assuming the due authorization, execution and delivery of the same by Buyer, this Agreement and all other agreements and instruments entered into pursuant hereto (collectively, the “Transaction Documents”) Loan Assignment constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. The execution, delivery and performance of this Agreement have been duly and validly authorized by SellerBuyer. Assuming the due authorization, execution and delivery of the same by Buyer, this Agreement and all the other agreements and instruments entered into pursuant Transaction Documents hereto (collectively, the “Transaction Documents”) constitute the legal, valid and binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, reorganization and other similar laws and equitable principles relating to or limiting creditors’ rights generally).

Due Authorization; Enforceability. The execution, delivery and performance of this This Agreement have has been duly and validly authorized executed by Seller. Assuming such Seller and (assuming the due authorization, execution and delivery of the same by Buyer, this Agreement and all other agreements and instruments entered into pursuant hereto (collectively, the “Transaction Documents”Company) constitute constitutes the legal, valid and binding obligation of such Seller, enforceable against Seller in accordance with their respective terms (its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization and other reorganization, moratorium or similar laws and Applicable Laws affecting creditors' rights generally or by general equitable principles relating to or limiting creditors’ rights generally)affecting the enforcement of contracts.