Common use of Organization; Authorization; Enforceability Clause in Contracts

Organization; Authorization; Enforceability. (a) LUK-Flats is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. Xxxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. Xxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. CMYD LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. (b) The execution, delivery and performance by each Seller of this Agreement and all of the other Transaction Documents to which such Seller is a party are within the power of such Seller and have been duly and validly authorized by such Seller, and no other proceedings on the part of such Seller are necessary to authorize this Agreement, the other Transaction Documents to which such Seller is a party, or the transactions contemplated hereby and thereby. This Agreement is, and the other Transaction Documents will be, when executed and delivered by a Seller, the valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court's equitable powers.

Organization; Authorization; Enforceability. (a) LUK-Flats The Company (i) is a limited liability company corporation duly organizedincorporated, validly existing existing, and in good standing under the laws of the State of Delaware, and New York; (ii) has all the requisite corporate power and authority and possesses all Licenses necessary to enter into own, lease, or otherwise hold its assets and comply with properties and to carry on its obligations under this Agreement business as currently conducted; and the other Transaction Documents (iii) is duly qualified or licensed to which it do business and is a party. Xxxxxx LLC is a limited liability company duly organized, validly existing and in good standing as a foreign corporation in each jurisdiction set forth on Schedule 5.1(a), which are the only jurisdictions in which the ownership, leasing, or holding of its assets and properties or the conduct of its business makes such qualification or licensing necessary under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. Xxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. CMYD LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a partyapplicable Law. (b) The Company has made available to Buyer a true, complete and correct copy of (i) the Company’s Organizational Documents, each as amended to date, and (ii) the minutes of all meetings of and other corporate actions taken by the shareholders, board of directors and committees of the board of directors or similar governing bodies of the Company during the past five (5) years. The Company is not in breach of or default under any provision of its Organizational Documents. Schedule 5.1(b) sets forth a correct and complete list of the officers, directors, managers and similar functionaries of the Company. (c) The execution, delivery delivery, and performance by each Seller the Company of this Agreement and all of the other Transaction Documents each Ancillary Agreement to which such Seller the Company is a party and the consummation by the Company of the Contemplated Transactions are within the power of such Seller Company’s corporate powers and have been duly and validly authorized and approved by such Seller, and no other proceedings all necessary corporate action on the part of such Seller are necessary to authorize this Agreement, the other Transaction Documents Company. (d) This Agreement and each Ancillary Agreement to which such Seller the Company is a party, or the transactions contemplated hereby party has been duly and thereby. This Agreement is, and the other Transaction Documents will be, when validly executed and delivered by a Sellerthe Company, and this Agreement (assuming due authorization, execution, and delivery by the valid Buyer) and each such Ancillary Agreement (assuming due authorization, execution, and delivery by the other parties thereto) constitute the legal, valid, and binding obligations obligation of such Sellerthe Company, enforceable against such Seller the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court's equitable powersEnforceability Exceptions.

Organization; Authorization; Enforceability. (a) LUK-Flats is a limited liability company duly organized, validly existing Such Seller has (i) the capacity to enter into this Agreement and in good standing under the laws of Transaction Documents and (ii) the State of Delaware, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder. Xxxxxx LLC is a limited liability company This Agreement has been duly organizedexecuted and delivered by the Seller and (assuming due authorization, validly existing execution and in good standing under the laws delivery of this Agreement by each of the State of Marylandother parties hereto) constitutes, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it the Seller is, or is specified to be, a party. Xxxxx LLC is , when executed and delivered (assuming in each case due authorization, execution and delivery by each of the other parties thereto) will constitute, a valid and binding agreement of the Seller enforceable against it in accordance with its terms, except as such enforcement may be limited liability company by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally and subject to general principles of equity (whether considered in a proceeding at law or in equity). (b) As of the Closing Date, HoldCo shall be duly organized, validly existing and and, to the extent such concept is recognized, in good standing under the laws Laws of the State jurisdiction of Maryland, its organization and has all shall have the requisite power and authority and any necessary Permits to enter into own, operate and comply with lease the properties that each purports to own, operate or lease and to carry on its obligations under this Agreement and the other Transaction Documents to which business as it is a party. CMYD LLC being conducted and is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority presently proposed to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a partybe conducted. (b) The execution, delivery and performance by each Seller of this Agreement and all of the other Transaction Documents to which such Seller is a party are within the power of such Seller and have been duly and validly authorized by such Seller, and no other proceedings on the part of such Seller are necessary to authorize this Agreement, the other Transaction Documents to which such Seller is a party, or the transactions contemplated hereby and thereby. This Agreement is, and the other Transaction Documents will be, when executed and delivered by a Seller, the valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court's equitable powers.

Organization; Authorization; Enforceability. (a) LUK-Flats Each Borrower, Operating Lessee and each SPC Party is a limited liability company Special Purpose Entity duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified and in good standing in the State of New York and all other jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification. There are no pending proceedings for the merger, consolidation, dissolution, liquidation, termination, change of jurisdiction or organization or change of name of either Borrower or Operating Lessee. Each Borrower, Operating Lessee and each SPC Party have complied with any and all Laws and regulations concerning its organization, existence and the transaction of its business, and has all requisite the right and power and authority to enter into and comply with its obligations under own the Property as contemplated in this Agreement and the other Transaction Documents Loan Documents. Each of each Borrower and Operating Lessee is authorized to which it is a party. Xxxxxx LLC is a limited liability company duly organizedexecute, validly existing deliver and in good standing under the laws perform all of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the Loan Documents. No authorization, approval or other Transaction Documents to which it is a party. Xxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Marylandaction by, and has all requisite power and authority no notice to enter into and comply with its obligations under this Agreement and or filing with, 39 any Governmental Authority is required for the other Transaction Documents to which it is a party. CMYD LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. (b) The due execution, delivery and performance by each Seller either Borrower or Operating Lessee of this Agreement and all of the other Transaction Documents to which such Seller is a party are within the power of such Seller and have been duly and validly authorized by such Seller, and no other proceedings on the part of such Seller are necessary to authorize this Agreement, the other Transaction Loan Documents to which and all other documents executed by either of them in connection herewith and therewith except such Seller is a partyas have been obtained by each Borrower or Operating Lessee. No consent, approval, authorization or order of, or registration or filing with, any court or Governmental Authority or other Person is required for the execution, delivery and performance by either Borrower or Operating Lessee of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby and thereby, other than those which have been obtained and are in full force and effect. This Agreement isAgreement, and the other Transaction Loan Documents will beand all other documents executed by each Borrower and Operating Lessee in connection herewith and therewith are the legal, when executed and delivered by a Seller, the valid and binding obligations of such SellerBorrower and Operating Lessee, respectively, enforceable against such Seller it in the accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other insolvency or similar laws generally affecting the rights enforcement of creditors generallycreditors’ rights. Borrowers have heretofore delivered to Administrative Agent a true and complete copy of the Constituent Documents of Borrowers, Operating Lessee and to their respective Constituent Member. The structure chart attached hereto as Exhibit “D” set forth a true, correct and complete representation of the exercise organizational structure of a court's equitable powersBorrowers and Operating Lessee and the ownership of the Property.

Organization; Authorization; Enforceability. (a) LUK-Flats Such Person that is a limited liability company legal entity is duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its organization and has all requisite power and authority to enter into own its properties and comply with assets and to carry on its business as it is now being conducted except where the failure to have such power or authority could not, singularly or in the aggregate, be reasonably expected to have a material adverse effect on the assets, liabilities, business, condition (financial or otherwise), results of operating or prospects of such Person. Such Person has the power to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party. Xxxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, party and has taken all requisite power and authority necessary action to enter into and comply with its obligations under this Agreement and authorize the other Transaction Documents to which it is a party. Xxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. CMYD LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. (b) The execution, delivery and performance by each Seller it of such Transaction Documents and to consummate the transactions contemplated thereby. No other proceedings on the part of such Person are necessary for such authorization, execution, delivery and consummation. Such Person has duly executed and delivered this Agreement and, on the Closing Date, such Person will have duly executed and all delivered each of the other Transaction Documents to be executed and delivered by it on or prior to the Closing Date. This Agreement constitutes, and each of the other Transaction Documents to which such Seller is a party are within the power of such Seller and have been duly and validly authorized by such Seller, and no other proceedings on the part of such Seller are necessary to authorize this Agreement, the other Transaction Documents to which such Seller Person is a party, or the transactions contemplated hereby and thereby. This Agreement is, and the other Transaction Documents will be, when executed and delivered by such Person, will constitute, a Sellerlegal, the valid and binding obligations obligation of such SellerPerson, enforceable against such Seller Person in accordance with their respective termsits terms , subject to except as may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and other similar laws affecting the creditors’ rights of creditors generally, generally and by general equitable principles (whether considered in a proceeding in equity or at law) and except to the exercise of a court's equitable powersextent that the indemnification or contribution provisions contained in any such Transaction Document may be unenforceable.

Organization; Authorization; Enforceability. (a) LUK-Flats The Company (i) is a limited liability company corporation duly organizedincorporated, validly existing existing, and in good standing under the laws of the State of Delaware, and ; (ii) has all the requisite corporate power and authority and possesses all Licenses necessary to enter into own, lease, or otherwise hold its assets and comply with properties and to carry on its obligations under this Agreement business as currently conducted; and the other Transaction Documents (iii) is duly qualified or licensed to which it do business and is a party. Xxxxxx LLC is a limited liability company duly organized, validly existing and in good standing as a foreign corporation in each jurisdiction set forth on Schedule 5.1(a), which are the only jurisdictions in which the ownership, leasing, or holding of its assets and properties or the conduct of its business makes such qualification or licensing necessary under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. Xxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. CMYD LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a partyapplicable Law. (b) The Company has made available to Buyer a true, complete and correct copy of (i) the Company’s Organizational Documents, each as amended to date, and (ii) the minutes of all meetings of and other corporate actions taken by the shareholders, board of directors and committees of the board of directors or similar governing bodies of the Company during the past five (5) years. The Company is not in breach of or default under any provision of its Organizational Documents. Schedule 5.1(b) sets forth a correct and complete list of the officers, directors, managers and similar functionaries of the Company. (c) The execution, delivery delivery, and performance by each Seller the Company of this Agreement and all of the other Transaction Documents each Ancillary Agreement to which such Seller the Company is a party and the consummation by the Company of the Contemplated Transactions are within the power of such Seller Company’s corporate powers and have been duly and validly authorized and approved by such Seller, and no other proceedings all necessary corporate action on the part of such Seller are necessary to authorize this Agreement, the other Transaction Documents Company. (d) This Agreement and each Ancillary Agreement to which such Seller the Company is a party, or the transactions contemplated hereby party has been duly and thereby. This Agreement is, and the other Transaction Documents will be, when validly executed and delivered by a Sellerthe Company, and this Agreement (assuming due authorization, execution, and delivery by the valid Buyer) and each such Ancillary Agreement (assuming due authorization, execution, and delivery by the other parties thereto) constitute the legal, valid, and binding obligations obligation of such Sellerthe Company, enforceable against such Seller the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court's equitable powersEnforceability Exceptions.

Organization; Authorization; Enforceability. (a) LUK-Flats Such Person that is a limited liability company legal entity is duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its organization and has all requisite power and authority to enter into own its properties and comply with assets and to carry on its business as it is now being conducted except where the failure to have such power or authority could not, singularly or in the aggregate, be reasonably expected to have a material adverse effect on the assets, liabilities business, condition (financial or otherwise), results of operating or prospects of such Person. Such Person has the power to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party. Xxxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, party and has taken all requisite power and authority necessary action to enter into and comply with its obligations under this Agreement and authorize the other Transaction Documents to which it is a party. Xxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. CMYD LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. (b) The execution, delivery and performance by each Seller it of such Transaction Documents and to consummate the transactions contemplated thereby. No other proceedings on the part of such Person are necessary for such authorization, execution, delivery and consummation. Such Person has duly executed and delivered this Agreement and, on the Closing Date, such Person will have duly executed and all delivered each of the other Transaction Documents to be executed and delivered by it on or prior to the Closing Date. This Agreement constitutes, and each of the other Transaction Documents to which such Seller is a party are within the power of such Seller and have been duly and validly authorized by such Seller, and no other proceedings on the part of such Seller are necessary to authorize this Agreement, the other Transaction Documents to which such Seller Person is a party, or the transactions contemplated hereby and thereby. This Agreement is, and the other Transaction Documents will be, when executed and delivered by such Person, will constitute, a Sellerlegal, the valid and binding obligations obligation of such SellerPerson, enforceable against such Seller Person in accordance with their respective termsits terms , subject to except as may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and other similar laws affecting the creditors' rights of creditors generally, generally and by general equitable principles (whether considered in a proceeding in equity or at law) and except to the exercise of a court's equitable powersextent that the indemnification or contribution provisions contained in any such Transaction Document may be unenforceable.

Organization; Authorization; Enforceability. (a) LUK-Flats Such Person that is a limited liability company legal entity is duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its organization and has all requisite power and authority to enter into own its properties and comply with assets and to carry on its business as it is now being conducted except where the failure to have such power or authority could not, singularly or in the aggregate, be reasonably expected to have a material adverse effect on the assets, liabilities, business, condition (financial or otherwise), results of operating or prospects of such Person. Such Person has the power to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party. Xxxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, party and has taken all requisite power and authority necessary action to enter into and comply with its obligations under this Agreement and authorize the other Transaction Documents to which it is a party. Xxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. CMYD LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. (b) The execution, delivery and performance by each Seller it of such Transaction Documents and to consummate the transactions contemplated thereby. No other proceedings on the part of such Person are necessary for such authorization, execution, delivery and consummation. Such Person has duly executed and delivered this Agreement and, on the Closing Date, such Person will have duly executed and all delivered each of the other Transaction Documents to be executed and delivered by it on or prior to the Closing Date. This Agreement constitutes, and each of the other Transaction Documents to which such Seller is a party are within the power of such Seller and have been duly and validly authorized by such Seller, and no other proceedings on the part of such Seller are necessary to authorize this Agreement, the other Transaction Documents to which such Seller Person is a party, or the transactions contemplated hereby and thereby. This Agreement is, and the other Transaction Documents will be, when executed and delivered by such Person, will constitute, a Sellerlegal, the valid and binding obligations obligation of such SellerPerson, enforceable against such Seller Person in accordance with their respective its terms, subject to except as may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and other similar laws affecting the creditors' rights of creditors generally, generally and by general equitable principles (whether considered in a proceeding in equity or at law) and except to the exercise of a court's equitable powersextent that the indemnification or contribution provisions contained in any such Transaction Document may be unenforceable.

Organization; Authorization; Enforceability. (a) LUK-Flats Such Person that is a limited liability company legal entity is duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its organization and has all requisite power and authority to enter into own its properties and comply with assets and to carry on its business as it is now being conducted except where the failure to have such power or authority could not, singularly or in the aggregate, be reasonably expected to have a material adverse effect on the assets, liabilities, business, condition (financial or otherwise), results of operating or prospects of such Person. Such Person has the power to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party. Xxxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, party and has taken all requisite power and authority necessary action to enter into and comply with its obligations under this Agreement and authorize the other Transaction Documents to which it is a party. Xxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. CMYD LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. (b) The execution, delivery and performance by each Seller it of such Transaction Documents and to consummate the transactions contemplated thereby. No other proceedings on the part of such Person are necessary for such authorization, execution, delivery and consummation. Such Person has duly executed and delivered this Agreement and, on the Closing Date, such Person will have duly executed and all delivered each of the other Transaction Documents to be executed and delivered by it on or prior to the Closing Date. This Agreement constitutes, and each of the other Transaction Documents to which such Seller is a party are within the power of such Seller and have been duly and validly authorized by such Seller, and no other proceedings on the part of such Seller are necessary to authorize this Agreement, the other Transaction Documents to which such Seller Person is a party, or the transactions contemplated hereby and thereby. This Agreement is, and the other Transaction Documents will be, when executed and delivered by such Person, will constitute, a Sellerlegal, the valid and binding obligations obligation of such SellerPerson, enforceable against such Seller Person in accordance with their respective termsits terms , subject to except as may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and other similar laws affecting the creditors' rights of creditors generally, generally and by general equitable principles (whether considered in a proceeding in equity or at law) and except to the exercise of a court's equitable powersextent that the indemnification or contribution provisions contained in any such Transaction Document may be unenforceable.