Common use of Organization and Authority; Enforceability Clause in Contracts

Organization and Authority; Enforceability. (a) If such Unitholder is an individual, such Unitholder is of sound mind and has full legal capacity to enter into, execute and deliver this Agreement and the other documents contemplated hereby and perform his or her obligations hereunder and thereunder, and each of this Agreement and the other documents contemplated hereby has been duly executed and delivered by such Unitholder and constitutes a legal, valid and binding obligation of such Unitholder, enforceable against such Unitholder in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. (b) If such Unitholder is an entity, (i) such Unitholder is duly organized, validly existing and in good standing under the Laws of the state of its organization, and has full power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents contemplated hereby to which it is a party; (ii) the execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to which such Unitholder is a party have been duly and properly authorized by all requisite action in accordance with applicable Law and with the organizational documents of such Unitholder; and (iii) each person executing, on behalf of such Unitholder, this Agreement and any of the other documents contemplated hereby to which such Unitholder is a party has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which such Unitholder is a party, to consummate the transactions contemplated hereby and thereby and to cause such Unitholder to perform its obligations hereunder and thereunder.

Organization and Authority; Enforceability. (a) If such Unitholder is an individual, such Unitholder is of sound mind and has full legal capacity to enter into, execute and deliver this Agreement and the other documents contemplated hereby and perform his or her obligations hereunder and thereunder, and each of this Agreement and the other documents contemplated hereby has been duly executed and delivered by such Unitholder and constitutes a legal, valid and binding obligation of such Unitholder, enforceable against such Unitholder in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors’ ' rights generally and the exercise of judicial discretion in accordance with general equitable principles. (b) If such Unitholder is an entity, (i) such Unitholder is duly organized, validly existing and in good standing under the Laws of the state of its organization, and has full power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents contemplated hereby to which it is a party; (ii) the execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to which such Unitholder is a party have been duly and properly authorized by all requisite action in accordance with applicable Law and with the organizational documents of such Unitholder; and (iii) each person executing, on behalf of such Unitholder, this Agreement and any of the other documents contemplated hereby to which such Unitholder is a party has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which such Unitholder is a party, to consummate the transactions contemplated hereby and thereby and to cause such Unitholder to perform its obligations hereunder and thereunder.

Organization and Authority; Enforceability. (a) If such Unitholder Exchanging Member is an individual, such Unitholder Exchanging Member is of sound mind and has full legal capacity to enter into, execute and deliver this Agreement and the other documents contemplated hereby each Other Agreement to which such Exchanging Member is a party and perform his or her obligations hereunder and thereunder, and each of this Agreement and the other documents contemplated hereby such Other Agreement(s) has been duly executed and delivered by such Unitholder Exchanging Member and constitutes a legal, valid and binding obligation of such UnitholderExchanging Member, enforceable against such Unitholder Exchanging Member in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. (b) If such Unitholder Exchanging Member is an entity, (i) such Unitholder Exchanging Member is duly organized, validly existing and in good standing under the Laws laws of the state of its organization, and has full power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents contemplated hereby each Other Agreement to which it is a party; (ii) the execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to which such Unitholder is a party Other Agreement(s) have been duly and properly authorized by all requisite action in accordance with applicable Law law and with the organizational documents of such UnitholderExchanging Member; and (iii) each person executing, on behalf of such Unitholder, executing this Agreement and any of the other documents contemplated hereby to which such Unitholder is a party Other Agreement(s) has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which such Unitholder is a partyOther Agreement(s), to consummate the transactions contemplated hereby and thereby and to cause such Unitholder Exchanging Member to perform its obligations hereunder and thereunder.

Organization and Authority; Enforceability. (a) If such Unitholder Exchanging Member is an individual, such Unitholder Exchanging Member is of sound mind and has full legal capacity to enter into, execute and deliver this Agreement and the other documents contemplated hereby each Other Agreement to which such Exchanging Member is a party and perform his or her obligations hereunder and thereunder, and each of this Agreement and the other documents contemplated hereby such Other Agreement(s) has been duly executed and delivered by such Unitholder Exchanging Member and constitutes a legal, valid and binding obligation of such UnitholderExchanging Member, enforceable against such Unitholder Exchanging Member in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors’ ' rights generally and the exercise of judicial discretion in accordance with general equitable principles. (b) If such Unitholder Exchanging Member is an entity, (i) such Unitholder Exchanging Member is duly organized, validly existing and in good standing under the Laws laws of the state of its organization, and has full power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents contemplated hereby each Other Agreement to which it is a party; (ii) the execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to which such Unitholder is a party Other Agreement(s) have been duly and properly authorized by all requisite action in accordance with applicable Law law and with the organizational documents of such UnitholderExchanging Member; and (iii) each person executing, on behalf of such Unitholder, executing this Agreement and any of the other documents contemplated hereby to which such Unitholder is a party Other Agreement(s) has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which such Unitholder is a partyOther Agreement(s), to consummate the transactions contemplated hereby and thereby and to cause such Unitholder Exchanging Member to perform its obligations hereunder and thereunder.

Organization and Authority; Enforceability. (a) If such Unitholder Former Member is an individual, such Unitholder Former Member is of sound mind and has full legal capacity to enter into, execute and deliver this Agreement and the other documents contemplated hereby each Other Agreement to which such Former Member is a party and perform his or her obligations hereunder and thereunder, and each of this Agreement and the other documents contemplated hereby such Other Agreement(s) has been duly executed and delivered by such Unitholder Former Member and constitutes a legal, valid and binding obligation of such UnitholderFormer Member, enforceable against such Unitholder Former Member in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors’ ' rights generally and the exercise of judicial discretion in accordance with general equitable principles. (b) If such Unitholder Former Member is an entity, (i) such Unitholder Former Member is duly organized, validly existing and in good standing under the Laws laws of the state of its organization, and has full power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents contemplated hereby each Other Agreement to which it is a party; (ii) the execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to which such Unitholder is a party Other Agreement(s) have been duly and properly authorized by all requisite action in accordance with applicable Law law and with the organizational documents of such UnitholderFormer Member; and (iii) each person executing, on behalf of such Unitholder, executing this Agreement and any of the other documents contemplated hereby to which such Unitholder is a party Other Agreement(s) has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which such Unitholder is a partyOther Agreement(s), to consummate the transactions contemplated hereby and thereby and to cause such Unitholder Former Member to perform its obligations hereunder and thereunder.

Organization and Authority; Enforceability. (a) If such Unitholder Former Member is an individual, such Unitholder Former Member is of sound mind and has full legal capacity to enter into, execute and deliver this Agreement and the other documents contemplated hereby each Other Agreement to which such Former Member is a party and perform his or her obligations hereunder and thereunder, and each of this Agreement and the other documents contemplated hereby such Other Agreement(s) has been duly executed and delivered by such Unitholder Former Member and constitutes a legal, valid and binding obligation of such UnitholderFormer Member, enforceable against such Unitholder Former Member in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. (b) If such Unitholder Former Member is an entity, (i) such Unitholder Former Member is duly organized, validly existing and in good standing under the Laws laws of the state of its organization, and has full power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents contemplated hereby each Other Agreement to which it is a party; (ii) the execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to which such Unitholder is a party Other Agreement(s) have been duly and properly authorized by all requisite action in accordance with applicable Law law and with the organizational documents of such UnitholderFormer Member; and (iii) each person executing, on behalf of such Unitholder, executing this Agreement and any of the other documents contemplated hereby to which such Unitholder is a party Other Agreement(s) has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which such Unitholder is a partyOther Agreement(s), to consummate the transactions contemplated hereby and thereby and to cause such Unitholder Former Member to perform its obligations hereunder and thereunder.