Common use of Organization, Authorization and Enforceability Clause in Contracts

Organization, Authorization and Enforceability. (i) Each Selling Subsidiary is the type of entity set forth across from its name on Schedule 4.1(z), duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted. The Seller owns, directly or indirectly, all of the equity interests of each of its Selling Subsidiaries, and the Seller has the requisite power and authority to deliver, or cause its Selling Subsidiaries to deliver, to the Buyer their respective Acquired Properties at the Closing. The Seller and each Selling Subsidiary is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where such failures to be so licensed or qualified would not, individually or in the aggregate, result in a Material Adverse Effect. (ii) Each Selling Subsidiary has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform all obligations to be performed by it thereunder. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby will, as of the Closing, have been duly and validly authorized and approved by all requisite action on the part of each Selling Subsidiary party thereto. As of the Closing Date, each of the Transaction Documents to which any Selling Subsidiary is a party and which are to be delivered on the Closing Date will be, duly and validly executed and delivered by the Selling Subsidiary party thereto and will constitute a legally valid and binding obligation of such Selling Subsidiary, enforceable against such Selling Subsidiary in accordance with its terms, in each case, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Organization, Authorization and Enforceability. (i) Each Selling Subsidiary Seller is a trust duly formed and validly existing under the laws of the State of Indiana. Seller has not been terminated, has not been revoked and is not supervised by any court. Xxxxxx is the type duly appointed and acting trustee for Seller, and there are no other currently acting trustees of entity set forth across from its name on Schedule 4.1(z), duly organized, validly existing and in good standing under the Laws of its jurisdiction and Seller. Xxxxxx has the requisite power authority under the documents governing Seller (each, a “Trust Instrument”) to act on behalf of Seller, and authority Xxxxxx is authorized by the applicable Trust Instrument to own or lease its assets execute and deliver Seller’s Documents on behalf of Seller, and to conduct its business as it is now being conductedconsummate the Transactions and to perform the obligations contemplated thereby. The No other proceedings on the part of Seller owns, directly are necessary to authorize the execution and delivery of Seller’s Documents or indirectly, all consummate the Transactions. No beneficiary of Seller has notified Xxxxxx of any objection to the equity interests action or authority of each Xxxxxx to execute and deliver this Agreement on behalf of its Selling SubsidiariesSeller or to consummate the Transactions, and the Seller has the requisite power and authority to deliverthere is no Litigation pending in any court having jurisdiction over Xxxxxx, as trustee of Seller, or cause its Selling Subsidiaries the estate of Seller challenging the authority of Xxxxxx to deliverexecute and deliver this Agreement on behalf of Seller, to or consummate the Buyer their respective Acquired Properties at the Closing. The Seller and each Selling Subsidiary is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where such failures to be so licensed or qualified would not, individually or in the aggregate, result in a Material Adverse EffectTransactions. (ii) Each Selling Subsidiary Seller has all requisite trust power and authority to execute necessary for the execution, delivery and deliver performance of this Agreement and the Transaction Documents Ancillary Agreements to which it Seller is or will become a party (collectively, including this Agreement, “Seller’s Documents”), and to perform all obligations to be performed by it thereunderconsummate the Transactions. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby will, as of the Closing, have been duly and validly authorized and approved by all requisite action on the part of each Selling Subsidiary party thereto. As of the Closing Date, each of the Transaction Documents to which any Selling Subsidiary is This Agreement constitutes a party and which are to be delivered on the Closing Date will be, duly and validly executed and delivered by the Selling Subsidiary party thereto and will constitute a legally valid and binding obligation of such Selling Subsidiary, Seller enforceable against such Selling Subsidiary in accordance with its terms, subject to the Remedies Exception. Each Ancillary Agreement to which Seller is or will become a party, when executed and delivered by Seller and the counter-parties to the Ancillary Agreement, will constitute a valid and binding obligation of Seller enforceable in each caseaccordance with its terms, subject to applicable bankruptcythe Remedies Exception. (iii) Xxxxxx has the full right, insolvencyauthority, fraudulent conveyanceand power necessary for the execution, reorganizationdelivery and performance by Xxxxxx of this Agreement and the Ancillary Agreements to which Xxxxxx is or will become a party (collectively, moratorium including this Agreement, “Xxxxxx’x Documents”), and similar Laws affecting creditors’ rights generally to consummate the Transactions. This Agreement constitutes a valid and subjectbinding obligation of Xxxxxx enforceable in accordance with its terms, as subject to enforceabilitythe Remedies Exception. Each Ancillary Agreement to which Xxxxxx is or will become a party, when executed and delivered by Xxxxxx and the counter-parties to general principles the Ancillary Agreement, will constitute a valid and binding obligation of equityXxxxxx enforceable in accordance with its terms, subject to the Remedies Exception.

Organization, Authorization and Enforceability. (i) Each Selling Subsidiary Such Seller is the type of entity set forth across from its name on Schedule 4.1(z), duly organized, validly existing and in good standing under in its jurisdiction of organization. Such Seller is not in violation of any of the Laws provisions of its jurisdiction Organizational Documents. Such Seller and the SPAC has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted. The Seller owns, directly or indirectly, all of the equity interests of each of its Selling Subsidiaries, and the Seller has the requisite power and authority to deliver, or cause its Selling Subsidiaries to deliver, to the Buyer their respective Acquired Properties at the Closing. The Seller and each Selling Subsidiary is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where such failures to be so licensed or qualified would not, individually or in the aggregate, result in a Material Adverse Effect. (ii) Each Selling Subsidiary has all requisite power and authority to execute and deliver this Agreement and the Transaction Ancillary Documents to which it such Seller or SPAC is (or will be) a party and to perform all such Seller’s or SPAC’s obligations to be performed by it thereunder. The execution and delivery of this Agreement and the Transaction Ancillary Documents to which such Seller or SPAC is a party and the performance by such Seller or SPAC of the Contemplated Transactions that are required to be performed by such Seller or SPAC has been duly authorized by such Seller or SPAC, and no other corporate proceedings on the part of such Seller or SPAC are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Documents to which such Seller or SPAC is a party or the consummation of the transactions contemplated thereby willContemplated Transactions that are required to be performed by such Seller or SPAC. This Agreement and each of the Ancillary Documents to be executed and delivered at the Closing by such Seller or SPAC will be, as of at the Closing, have been duly and validly authorized and approved by all requisite action on the part of each Selling Subsidiary party thereto. As of the Closing Dateauthorized, each of the Transaction Documents to which any Selling Subsidiary is a party and which are to be delivered on the Closing Date will be, duly and validly executed and delivered by the Selling Subsidiary party thereto such Seller or SPAC and will constitute assuming that this Agreement is a legally valid and legally binding obligation of the other parties hereto or thereto, constitutes, or as of such Selling SubsidiaryClosing Date will constitute, a valid and legally binding agreement of such Seller or SPAC, enforceable against such Selling Subsidiary Seller or SPAC, in accordance with its terms, in each case, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and similar other Laws of general applicability relating to or affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityrights.