Due Formation and Authority. The Sponsor is duly formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware. The Sponsor has the power and authority to enter into, deliver and perform this Agreement and the agreements to be entered into therewith.
Due Formation and Authority. Buyer is a Delaware limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite limited liability company power and authority to own, lease and operate its Properties and to carry on its business as now being conducted, and to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which it is or will be a party.
Due Formation and Authority. Subject to obtaining Seller’s Board approval pursuant to Section 7.2(a), has the power and authority to execute, deliver and perform this Purchase Agreement and the transaction(s) contemplated herein. This Purchase Agreement constitutes a valid and legally binding agreement of Seller once Seller’s Board approval is obtained pursuant to Section 7.2(a).
Due Formation and Authority. It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its organization, having full right, power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Due Formation and Authority. Buyer does hereby represent and warrant to Seller as of the Contract Date and the Closing Date that it is a validly formed corporation and in good standing under the laws of the State of California; that it is not subject to any involuntary proceeding for the dissolution or liquidation thereof; that it has all requisite authorizations to enter into this Agreement with Seller and to consummate the transactions contemplated hereby; and that the parties executing this Agreement on behalf of Buyer are duly authorized to so do.
Due Formation and Authority. Buyer is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Colorado and has full power and authority to execute and deliver, and to consummate all transactions contemplated by, this Agreement. True, correct and complete copies of the Articles of Organization and Operating Agreement of Buyer in effect as of the date of this Agreement have been provided to Seller. The Articles of Organization and Operating Agreement of Buyer and the Side Letter are the only documents pursuant to which Buyer was formed and the internal affairs of, management of, and ownership in Buyer are controlled and governed.
Due Formation and Authority. The Company is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware, and, except where the failure to do so could not reasonably be foreseen to result in a Material Adverse Effect on the Company, is duly qualified to carry on its business as presently conducted and in good standing in each jurisdiction where its ownership, leasing or operation of property or the conduct of its business requires it to be so qualified. The Company has full limited liability company right, power and authority to execute and deliver this Agreement and each of the other Transaction-Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Due Formation and Authority. 39 11.2 Consents.......................................................................................40 11.3 Leases.........................................................................................41 11.4 Violations.....................................................................................41 11.5
Due Formation and Authority. 49 12.2 Consents.......................................................................................50 12.3 Signatories....................................................................................50 12.4
Due Formation and Authority. Each Seller Party is a duly formed and validly existing under the laws of the state of its incorporation and is qualified under the laws of the state in which the Property it is selling is located, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate would not have a material adverse effect on the Properties. Each Seller has the full legal right, power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed by such Seller pursuant to this Agreement (collectively, "Seller's Documents"), to consummate the transaction contemplated hereby, and to perform its obligations hereunder and under Seller's Documents. This Agreement and Seller's Documents have been duly executed by each Seller Party that is a party thereto and are enforceable against each such Seller Party in accordance with their terms. The documents delivered to Operating Partnership and Limited Partner at the Closing will be duly executed by each Seller Party that is a party thereto and enforceable against each Seller Party in accordance with their terms. This Agreement and the Seller's Documents do not and will not contravene any provision of the certificate of formation, the partnership agreement, the articles of organization and operating agreement of such Seller (as applicable), any judgment, order, decree, writ or injunction issued against such Seller, or any provision of any laws or governmental ordinances, rules, regulations, orders or requirements applicable to such Seller, except to the extent that such contravention would not reasonably be expected to have a material adverse effect upon the Properties and/or the business, properties, assets, financial condition, or results of operations of Sellers and their subsidiaries, taken as a whole, including the ability of Sellers to consummate the transactions contemplated herein (including, without limitation, the contribution of the Properties to Operating Partnership). The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by such Seller under any agreement to which such Seller or any of its assets are subject or bound and will not result in a violation of any laws applicable to such Seller. Neither the execution and delivery of this Agreement nor the consummation of the transactions herein contemplated will conflict with, result in a breach of or constitute a defau...
