Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. Seller is a limited liability company duly formed, validly existing, and in good standing under the Laws of the State of Delaware. Seller is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Seller. Seller has the limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board of managers (or equivalent) of Seller has duly approved this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby. No other limited liability company proceedings on the part of Seller are necessary to approve and authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties thereto) constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Seller is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Seller Each of the Acquired Entities is a limited liability company (a) duly formed, validly existing, and in good standing (or the equivalent) under the Laws of the State of Delaware. Seller is Delaware and (b) qualified to do business and is in good standing as a foreign entity (or the equivalent) in each jurisdiction the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its business, assets or properties makes such qualification necessary, except where the failure to be so qualified and or to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Sellerthe Acquired Entities. Seller The Partnership has the limited liability company power and authority to execute and deliver this Agreement, Agreement and each other Transaction Document to perform its obligations hereunder which it is a party and to consummate the transactions contemplated hereby. The board execution and delivery of managers (or equivalent) of Seller this Agreement and each other Transaction Document to which it is a party by the Partnership has been duly approved this Agreement, authorized in accordance with the performance of its obligations hereunder and the consummation Governing Documents of the transactions contemplated herebyPartnership. No other limited liability company partner proceedings on the part of Seller the Partnership are necessary to approve and authorize the execution and delivery of this Agreement, the performance of its obligations hereunder Agreement and each other Transaction Document to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby. This Agreement and each other Transaction Document to which it is a party has been been, or will be upon execution and delivery thereof, duly executed and delivered by Seller the Partnership and (assuming the due authorization, execution and delivery by the other parties thereto) constitutes constitute the valid and binding agreement of Sellerthe Partnership, enforceable against Seller the Partnership in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Seller is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Seller dMY is a limited liability company corporation duly formedincorporated, validly existing, existing and in good standing under the Laws of the State of Delaware. Seller dMY is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to not have a material adverse effect on SellerdMY Material Adverse Effect. Seller dMY has the limited liability company requisite power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The board execution, delivery and performance of managers (or equivalent) of Seller has duly approved this Agreement, the Ancillary Agreements to which dMY is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite dMY Board action on the part of dMY. No other proceedings on the part of dMY (including any action by dMY Board or dMY Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of its obligations hereunder this Agreement and the Ancillary Agreements to which dMY is a party and the consummation of the transactions contemplated hereby. No other limited liability company proceedings on the part of Seller are necessary to approve hereby and authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated herebythereby. This Agreement has been been, and the Ancillary Agreements to be executed and delivered by dMY at Closing will be, duly executed and delivered by Seller dMY and (assuming the due authorization, execution and delivery by the other parties thereto) constitutes the constitute valid and binding agreement of SellerdMY, enforceable against Seller dMY in accordance with its their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Seller dMY is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Seller is a limited liability company (a) duly formed, validly existing, and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware. Seller is formation and (b) qualified to do business and is in good standing as a foreign entity (or the equivalent) in each its jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessaryformation, except where the failure to be so qualified and to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on SellerMaterial Adverse Effect. The Seller has the limited liability company organizational power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and the Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. The board of managers (or equivalent) directors of the Seller has duly approved this Agreement and has duly authorized the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby. No other limited liability company organizational proceedings on the part of the Seller are necessary to approve and authorize the execution execution, delivery, and delivery performance of this Agreement, Agreement or the performance of its obligations hereunder Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been, and the Ancillary Agreements to which the Seller is a party have been or will be upon execution and delivery in the case of any of the Ancillary Agreements to be delivered at or prior to the Closing, duly executed and delivered by the Seller and (assuming the due authorization, execution and delivery by the other parties thereto) constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Seller is not the subject of any bankruptcyprinciples (collectively, dissolution, liquidation, reorganization or similar proceeding“Enforcement Exceptions”).

Organization; Authority; Enforceability. Seller Each member of the Company Group is a limited liability company duly formed, validly existing, and in good standing (or the equivalent) under the Laws of the State of Delaware. Seller is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessaryit is duly formed and validly existing, except where the failure to be so qualified and to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Sellerthe Company Group, taken as a whole. Seller Each member of the Company Group is qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets or properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company Group, taken as a whole. The Contributor has the limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated herebyby this Agreement. The board execution and delivery of managers (or equivalent) of Seller this Agreement by the Contributor has been duly approved this Agreement, authorized in accordance with the performance of its obligations hereunder and the consummation Governing Documents of the transactions contemplated herebyContributor. No other limited liability company corporate proceedings on the part of Seller the Contributor are necessary to approve and authorize the execution and delivery of this Agreement, the performance of its obligations hereunder Agreement and the consummation of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by Seller the Contributor and (assuming the due authorization, execution and delivery by the other parties thereto) constitutes the valid and binding agreement of Seller, the Contributor. This Agreement is enforceable against Seller the Contributor in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Seller is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.