Common use of Organization; Authorization; Enforceability Clause in Contracts

Organization; Authorization; Enforceability. The Authority has all requisite power and authority to conduct its business as it is now being conducted. The Authority has full power and authority to execute, deliver and perform its obligations under this Agreement and all documents to be executed by the Authority pursuant hereto, and all required corporate actions and approvals therefor have been duly and previously taken and obtained. The individual signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of the Authority is and shall be duly authorized to sign the same on the Authority’s behalf and to bind the Authority thereto. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any third person, including any Governmental Authority, on the part of the Authority is required in connection with the Authority’s execution and delivery of this Agreement and the performance of its obligations hereunder. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated and compliance with the terms of this Agreement will not conflict with, or with or without notice or the passage of time, or both, result in a breach of, any other agreement of the Authority or any judgment, order or decree of any court having jurisdiction over the Authority or its properties. This Agreement and all documents to be executed pursuant hereto by the Authority are and shall be binding upon and enforceable against the Authority in accordance with their respective terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and general principles of equity.

Organization; Authorization; Enforceability. The Authority LVSC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite power and authority to conduct its business as it is now being conducted. The Authority LVSC has full power and authority to execute, deliver and perform its obligations under this Agreement and all documents to be executed by the Authority LVSC pursuant hereto, and all required corporate actions and approvals therefor have been duly and previously taken and obtained. The individual individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of the Authority is LVSC are and shall be duly authorized to sign the same on the AuthorityLVSC’s behalf and to bind the Authority LVSC thereto. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any third person, including any Governmental Authority, on the part of the Authority LVSC is required in connection with the AuthorityLVSC’s execution and delivery of this Agreement and the performance of its obligations hereunder. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated and compliance with the terms of this Agreement will not conflict with, or with or without notice or the passage of time, or both, result in a breach of, any other agreement of the Authority LVSC or any judgment, order or decree of any court having jurisdiction over the Authority LVSC or its properties. This Agreement and all documents to be executed pursuant hereto by the Authority LVSC are and shall be binding upon and enforceable against the Authority LVSC in accordance with their respective terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and general principles of equity.