Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. (a) Such Blocker Party has all the requisite corporate, limited partnership or limited liability company power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (b) Such Blocker Party is not in violation of any of the governing documents of such Blocker Party. Such Blocker Party is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (c) Such Blocker Party has the requisite corporate, limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement and to perform its obligations hereunder, and to consummate the Transactions, subject in the case of the consummation of such Blocker’s Blocker Merger, to receiving such Blocker’s Blocker Written Consent. Such Blocker’s Blocker Written Consent is the only vote or approval of the holders of any class or series of capital stock of such Blocker necessary to adopt this Agreement and to approve the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly authorized by all necessary corporate or limited liability company actions, as applicable. This Agreement has been duly executed and delivered by such Blocker Party and constitutes a valid, legal and binding agreement of such Blocker Party, enforceable against such Blocker Party in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles (the “Enforceability Exceptions”).

Organization; Authority; Enforceability. (a) Such The Blocker Party is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware. (b) The Blocker has all the requisite corporate, limited partnership or limited liability company power and authority to own, lease and operate its assets and properties and to carry on its businesses business as presently conducted in all material respects. (bc) Such The Blocker Party is not in material violation of any of the governing documents of such its Governing Documents. The Blocker Party. Such Blocker Party is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (cd) Such The Blocker Party has the requisite corporate, limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunderhereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby, subject in the case of the consummation of such Blocker’s the Blocker Merger, to receiving such Blocker’s the Blocker Written Consent. Such Blocker’s Blocker Written Consent is the only vote or approval of the holders of any class or series of capital stock of such Blocker necessary to adopt this Agreement and to approve the Transactions. The execution and delivery of this Agreement and the Ancillary Agreements to which the Blocker will be a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company actions, as applicable. This Agreement has been (and each of the Ancillary Agreements to which the Blocker will be a party will be) duly executed and delivered by such the Blocker Party and constitutes a valid, legal and binding agreement of such Blocker Partythe Blocker, enforceable against such the Blocker Party in accordance with their its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles (the “Enforceability Exceptions”)principles.

Organization; Authority; Enforceability. (a) Such Blocker Party is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the Laws of the State of Delaware. (b) Such Blocker has all the requisite corporate, limited partnership corporate or limited liability company power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (bc) Such Blocker Party is not in violation of any of the governing documents Governing Documents of such Blocker PartyBlocker. Such Blocker Party is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (cd) Such Blocker Party has the requisite corporate, limited partnership corporate or limited liability company power and authority, as applicable, to execute and deliver this Agreement and to perform its obligations hereunder, and to consummate the Transactionstransactions contemplated hereby, subject in the case of the consummation of such Blocker’s Blocker Merger, to receiving such Blocker’s Blocker Written Consent. Such Blocker’s Blocker Written Consent is the only vote or approval of the holders of any class or series of capital stock of such Blocker necessary to adopt this Agreement and to approve the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate or limited liability company actions, as applicable. This Agreement has been duly executed and delivered by such Blocker Party and constitutes a valid, legal and binding agreement of such Blocker PartyBlocker, enforceable against such Blocker Party in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles (the “Enforceability Exceptions”)principles.