Common use of Organization and Authority; Capitalization Clause in Contracts

Organization and Authority; Capitalization. (a) The CCP Master Fund is duly organized and validly existing as a limited partnership under the Laws of the State of Delaware and has the requisite limited partnership power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Contemplated Transactions. The CCP Master Fund is duly qualified or otherwise authorized in all material respects to do business in each jurisdiction where the ownership or operation of its property requires such qualification, except where the failure to be so qualified has not and would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect with respect to the CCP Master Fund. All necessary limited partnership action required to be taken by the CCP Master Fund to authorize the execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions have been duly taken or will be taken before execution of such documents or consummation of Contemplated Transactions. This Agreement has been duly executed and delivered by the CCP Master Fund, and, assuming the due execution by each Seller, the Adviser, and Buyers of this Agreement, constitutes a legal, valid and binding obligation of the CCP Master Fund, enforceable against it in accordance with its terms, except as such enforceability may be limited by Laws applicable to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or by general principles of equity. (b) Sellers in the aggregate hold one hundred percent (100%) of the issued and outstanding limited partnership interests of the CCP Master Fund, including the CCP Master Fund Interests. All of the CCP Master Fund Interests have been validly issued and fully paid. There are no outstanding options, warrants, convertible or exchangeable securities or other rights or agreements that would obligate the CCP Master Fund to issue any limited partnership interests or other equity security or voting security. Except for capital commitments to certain Portfolio Funds, there are no outstanding obligations of the CCP Master Fund to make any payment, repurchase, redeem or otherwise acquire any interest or other security of any company.

Organization and Authority; Capitalization. (a) The CCP PMF Master Fund is duly organized and validly existing as a limited partnership under the Laws of the State of Delaware and has the requisite limited partnership power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Contemplated Transactions. The CCP PMF Master Fund is duly qualified or otherwise authorized in all material respects to do business in each jurisdiction where the ownership or operation of its property requires such qualification, except where the failure to be so qualified has not and would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect with respect to the CCP PMF Master Fund. All necessary limited partnership action required to be taken by the CCP PMF Master Fund to authorize the execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions have been duly taken or will be taken before execution of such documents or consummation of Contemplated Transactions. This Agreement has been duly executed and delivered by the CCP PMF Master Fund, and, assuming the due execution by each Seller, the Adviser, Endowment Fund and Buyers Buyer of this Agreement, constitutes a legal, valid and binding obligation of the CCP PMF Master Fund, enforceable against it in accordance with its terms, except as such enforceability may be limited by Laws applicable to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or by general principles of equity. (b) Sellers in the aggregate hold one hundred percent (100%) of the issued and outstanding limited partnership interests of the CCP PMF Master Fund, including the CCP PMF Master Fund Interests. All of the CCP PMF Master Fund Interests have been validly issued and fully paid. There are no outstanding options, warrants, convertible or exchangeable securities or other rights or agreements that would obligate the CCP PMF Master Fund to issue any limited partnership interests or other equity security or voting security. Except for capital commitments to certain Portfolio Funds, there are no outstanding obligations of the CCP PMF Master Fund to make any payment, repurchase, redeem or otherwise acquire any interest or other security of any company.