Common use of Due Incorporation and Authority Clause in Contracts

Due Incorporation and Authority. Each Seller is a corporation or a limited partnership duly organized, validly existing and in good standing under the laws of the State of its organization and has all necessary corporate or limited partnership power and authority to own, lease and operate the Transferred Assets such Seller owns and to carry on the Business as it is now being conducted by such Seller. Subject to the entry of the Sale Approval Order, (a) each Seller has all requisite corporate or limited partnership power and authority to enter into this Agreement, carry out its obligations hereunder and consummate the transactions contemplated hereby and (b) the execution and delivery by such Seller of this Agreement, the performance by such Seller of its respective obligations hereunder and the consummation by such Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate or limited partnership action on the part of such Seller. This Agreement has been duly executed and delivered by each Seller, and, upon entry of the Sale Approval Order (assuming the due authorization, execution and delivery hereof by the Purchaser and satisfaction of all conditions to the Closing), this Agreement will constitute the legal, valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Due Incorporation and Authority. Each The Seller is a corporation or a limited partnership duly organized, validly existing and in good standing under the laws of the State of its organization and Delaware. The Seller is licensed, registered, qualified or admitted to do business in each jurisdiction in which the ownership, use or leasing of any of the Seller's assets or properties or the conduct or nature of the Business makes such licensing, qualification, or admission necessary (except where the failure to be so licensed, registered, qualified or admitted could not, individually or in the aggregate, have a Material Adverse Effect). The Seller has all necessary requisite corporate or limited partnership power and authority to own, lease and operate the Transferred Assets such Seller owns its properties and to carry on the Business its business as it is now being conducted by such Sellerconducted. Subject to the entry of the Sale Approval Order, (a) each the Seller has all requisite corporate or limited partnership power and authority to enter into this Agreement, carry out its obligations hereunder and consummate the transactions contemplated hereby and (b) the execution and delivery by such the Seller of this Agreement, the performance by such the Seller of its respective obligations hereunder and the consummation by such the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate or limited partnership action on the part of such Sellerthe Seller and no other corporate proceedings on the part of the Seller are necessary to authorize the execution and delivery of this Agreement or to consummate the other transactions contemplated hereby. This Agreement has been duly executed and delivered by each the Seller, and, upon entry of the Sale Approval Order (assuming the due authorization, execution and delivery hereof of this Agreement by the Purchaser and satisfaction of all conditions to the ClosingPurchaser), this Agreement will constitute constitutes the legal, valid and binding obligation of each Seller, the Seller enforceable against each the Seller in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Due Incorporation and Authority. Each Except as a result of the commencement of the Bankruptcy Case, each Seller is a corporation or a limited partnership duly organized, validly existing and in good standing under the laws of the State of its organization and Delaware. Each Seller has all necessary requisite corporate or limited partnership power and authority to own, lease and operate the Transferred Assets such Seller owns its properties and to carry on the Business its business as it is now being conducted by conducted, except where the failure to have such Sellerpower and authority would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Subject to the entry of the Sale Approval Order, (a) each Seller has all requisite corporate or limited partnership power and authority to enter into this Agreement, carry out its obligations hereunder and consummate the transactions contemplated hereby and (b) the execution and delivery by such each Seller of this Agreement, the performance by such each Seller of its respective obligations hereunder and the consummation by such each Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate or limited partnership action on the part of such Sellereach Seller and no other corporate proceedings on the part of either Seller are necessary to authorize the execution and delivery of this Agreement or to consummate the other transactions contemplated hereby. This Agreement has been duly executed and delivered by each Seller, and, upon entry of the Sale Approval Order (assuming the due authorization, execution and delivery hereof of this Agreement by the Purchaser and satisfaction of all conditions to the ClosingPurchaser), this Agreement will constitute constitutes the legal, valid and binding obligation of each Seller, Seller enforceable against each Seller in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Due Incorporation and Authority. Each Seller is a corporation or a limited partnership duly organized, validly existing and in good standing under the laws of the State of its organization and has all necessary corporate or limited partnership power and authority to own, lease and operate the Transferred Assets such Seller owns its properties and to carry on the Business business as it is now being conducted by such Seller. Subject to the entry of the Sale Approval Order, (a) each Seller has all requisite corporate or limited partnership power and authority to enter into this AgreementAgreement and the Seller Ancillary Agreements, carry out its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby and (b) the execution and delivery by such Seller of this AgreementAgreement and the Seller Ancillary Agreements, the performance by such Seller of its respective obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited partnership action on the part of such Seller. This Agreement has been duly executed and delivered by each such Seller, the Seller Ancillary Agreements will be, upon delivery at the Closing, duly executed and delivered by such Seller, and, upon entry of the Sale Approval Order (assuming the due authorization, execution and delivery hereof by the Purchaser and satisfaction of all conditions to the ClosingPurchaser), this Agreement and the Seller Ancillary Agreements will constitute the legal, valid and binding obligation obligations of each such Seller, enforceable against each such Seller in accordance with its their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Due Incorporation and Authority. Each Seller is a corporation or a limited partnership duly organized, validly existing and in good standing under the laws of the State its state of its organization and has all necessary corporate or limited partnership power and authority to own, lease and operate the Transferred Assets such Seller owns and to carry on the Business as it is now being conducted by such Sellerincorporation. Subject to the entry of the Sale Approval Order, (a) each Seller has all requisite corporate or limited partnership power and authority to enter into this Agreement, carry out its obligations hereunder and consummate the transactions contemplated hereby and (b) the hereby. The execution and delivery by such the Seller of this Agreement, the performance by such the Seller of its respective obligations hereunder and the consummation by such the Seller of the transactions contemplated hereby have been duly authorized by all requisite the board of directors of the Seller and no other corporate or limited partnership action proceedings on the part of such Sellerthe board of directors of the Seller are necessary to authorize the execution and delivery of this Agreement or to consummate the other transactions contemplated hereby. This Agreement has been duly executed and delivered by each the Seller, and, upon entry of the Sale Approval Order (assuming the due authorization, execution and delivery hereof by the Purchaser and satisfaction of all conditions to the Closing)other parties hereto, this Agreement will constitute constitutes the legal, valid and binding obligation of each the Seller, enforceable against each the Seller in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors the enforcement of creditors’ rights generally or and by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).