Common use of Organization; Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Organization; Authorization; Validity of Agreement; Necessary Action. The Parent Parties are legal entities duly organized, validly existing and in good standing under the Laws of Delaware. The Parent Parties have the requisite power and authority to execute and deliver this Agreement and to perform their respective obligations hereunder. The execution and delivery by the Parent Parties of this Agreement, the performance by the Parent Parties of their respective obligations hereunder and the consummation by the Parent Parties of the transactions contemplated hereby have been duly and validly authorized by the Parent Parties and no other actions or proceedings are required on the part of the Parent Parties to authorize the execution and delivery of this Agreement, the performance by the Parent Parties of their respective obligations hereunder or the consummation by the Parent Parties of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Parent Parties and, assuming the due authorization, execution and delivery of this Agreement by the Sponsor Parties and the Partnership Parties, constitutes a legal, valid and binding agreement of the Parent Parties, enforceable against the Parent Parties in accordance with its terms, subject to the Equitable Exceptions).

Organization; Authorization; Validity of Agreement; Necessary Action. The Parent Sponsor Parties are legal entities duly organized, validly existing and in good standing under the Laws of Delaware. The Parent Sponsor Parties have all the requisite power and authority to execute and deliver this Agreement and to perform their respective obligations hereunder. The execution and delivery by the Parent Sponsor Parties of this Agreement, the performance by the Parent Sponsor Parties of their respective obligations hereunder and the consummation by the Parent Sponsor Parties of the transactions contemplated hereby have been duly and validly authorized by the Parent Sponsor Parties and no other actions or proceedings are required on the part of the Parent Sponsor Parties to authorize the execution and delivery of this Agreement, the performance by the Parent Sponsor Parties of their respective obligations hereunder or the consummation by the Parent Sponsor Parties of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Parent Sponsor Parties and, assuming the due authorization, execution and delivery of this Agreement by the Sponsor Parties Parent and the Partnership Parties, constitutes a legal, valid and binding agreement of the Parent Sponsor Parties, enforceable against the Parent Sponsor Parties in accordance with its terms, subject to the Equitable Exceptions).