Common use of Organization, Good Standing and Authority Clause in Contracts

Organization, Good Standing and Authority. (a) HOLDINGS is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS is Project Alamo – Execution Version a party and the consummation by HOLDINGS of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by HOLDINGS. This Agreement has been duly executed and delivered by HOLDINGS. HOLDINGS has all requisite limited liability company power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) The JV is a general partnership duly formed and validly existing under the Laws of the State of Delaware. Each Entity is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware or in the case of XXXX/XXXXX, a general partnership duly formed, validly existing and in good standing under the Laws of Texas, and each Entity has all requisite limited liability company power and authority, or in the case of XXXX/XXXXX partnership power and authority, to own or otherwise hold and operate its assets. The execution and delivery of the Transaction Documents to which the JV is a party and the consummation by the JV of the transactions contemplated herein and therein to which it is a party have been duly and validly authorized by all necessary general partnership action by the JV and on behalf of the Entities (as the case may be).

Organization, Good Standing and Authority. (a) HOLDINGS is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS is Project Alamo – Execution Version a party and the consummation by HOLDINGS of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by HOLDINGS. This Agreement has been duly executed and delivered by HOLDINGS. HOLDINGS has all requisite limited liability company power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) The JV is a general partnership duly formed and validly existing under the Laws of the State of Delaware. Each Entity is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware or in the case of XXXX/XXXXX, a general partnership duly formed, validly existing and in good standing under the Laws of Texas, and each Entity has all requisite limited liability company power and authority, or in the case of XXXX/XXXXX partnership power and authority, to own or otherwise hold and operate its assets. The execution and delivery of the Transaction Documents to which the JV is a party and the consummation by the JV of the transactions contemplated herein and therein to which it is a party have been duly and validly authorized by all necessary general partnership action by the JV and on behalf of the Entities (as the case may be).

Organization, Good Standing and Authority. (a) GSR HOLDINGS is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which GSR HOLDINGS is a party and the consummation by GSR HOLDINGS of the transactions contemplated herein and therein have been duly and validly authorized by all necessary action by GSR HOLDINGS. This Agreement has been duly executed and delivered by GSR HOLDINGS. GSR HOLDINGS has all requisite corporate power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) MIDSTREAM is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS MIDSTREAM is Project Alamo – Execution Version a party and the consummation by HOLDINGS MIDSTREAM of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by HOLDINGSMIDSTREAM. This Agreement has been duly executed and delivered by HOLDINGSMIDSTREAM. HOLDINGS MIDSTREAM has all requisite limited liability company power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) The JV is a general partnership duly formed and validly existing under the Laws of the State of Delaware. Each Entity is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware or in the case of XXXX/XXXXX, a general partnership duly formed, validly existing and in good standing under the Laws of Texas, and each Entity has all requisite limited liability company power and authority, or in the case of XXXX/XXXXX partnership power and authority, to own or otherwise hold and operate its assets. The execution and delivery of the Transaction Documents to which the JV is a party and the consummation by the JV of the transactions contemplated herein and therein to which it is a party have been duly and validly authorized by all necessary general partnership action by the JV and on behalf of the Entities (as the case may be).

Organization, Good Standing and Authority. (a) HOLDINGS SELLER is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of DelawareDelaware and has all requisite limited liability company power and authority to own or otherwise hold the Subject Interest and to carry on its business as now conducted. (b) CENTANA is a limited liability company, duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own CENTANA’s limited liability company interests of COG and to carry on its business as now conducted. CENTANA is duly qualified as a foreign organization in the States of Colorado, Kansas, Louisiana, Oklahoma and Texas, the only jurisdictions in which the conduct of its business requires it to be so qualified. (c) COG is a limited liability company, duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to hold the Non-Operated Interest and to carry on its business as now conducted. COG is not qualified, and the conduct of its business does not require it to be qualified, as a foreign organization in any state. (d) The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS SELLER is Project Alamo – Execution Version a party and the consummation by HOLDINGS SELLER of the transactions contemplated herein that are the subject of this Agreement and therein the Transaction Documents have been duly and validly authorized by all necessary limited liability company action by HOLDINGSSELLER. This Agreement has been duly executed and delivered by HOLDINGSSELLER. HOLDINGS SELLER has all requisite limited liability company power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein that are the subject of this Agreement and therein. (b) The JV is a general partnership duly formed and validly existing under the Laws of the State of Delaware. Each Entity is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware or in the case of XXXX/XXXXX, a general partnership duly formed, validly existing and in good standing under the Laws of Texas, and each Entity has all requisite limited liability company power and authority, or in the case of XXXX/XXXXX partnership power and authority, to own or otherwise hold and operate its assets. The execution and delivery of the Transaction Documents to which the JV is a party and the consummation by the JV of the transactions contemplated herein and therein to which it is a party have been duly and validly authorized by all necessary general partnership action by the JV and on behalf of the Entities (as the case may be)Documents.

Organization, Good Standing and Authority. (a) HOLDINGS DEFS is a limited liability company partnership duly formed, validly existing and in good standing under the Laws of the State of DelawareDelaware and has all requisite limited partnership power and authority to operate the Assets operated by it and to own or otherwise hold the Assets owned or held by it, and is duly qualified as a foreign organization in good standing in each State in which the Assets are located. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS DEFS is Project Alamo – Execution Version a party and the consummation by HOLDINGS DEFS of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company partnership action by HOLDINGSDEFS. This Agreement has been duly executed and delivered by HOLDINGSDEFS. HOLDINGS DEFS has all requisite limited liability company partnership power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) The JV is a general partnership duly formed and validly existing under the Laws Each of the State of Delaware. Each Entity Selling Subsidiaries is a limited liability company company, duly formed, validly existing and in good standing under the Laws laws of the State of Delaware or in the case of XXXX/XXXXX, a general partnership duly formed, validly existing and in good standing under the Laws of Texas, and each Entity has all requisite limited liability company power and authority, or in authority to operate the case of XXXX/XXXXX partnership power Assets operated by it and authority, to own or otherwise hold the Assets owned or held by it, and operate its assetsis duly qualified as a foreign organization in good standing in each state in which such Assets are located. The execution and delivery consummation by each of the Transaction Documents to which the JV is a party and the consummation by the JV Selling Subsidiaries of the transactions contemplated herein and therein to which it is a party by this Agreement have been duly and validly authorized by all necessary general partnership limited liability company action by the JV and on behalf of the Entities (as the case may be)such Selling Subsidiary.

Organization, Good Standing and Authority. (a) GP is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which GP is a party and the consummation by GP of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited partnership action by GP. This Agreement has been duly executed and delivered by GP. GP has all requisite limited partnership power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) Each of HOLDINGS and MIDSTREAM is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS and MIDSTREAM is Project Alamo – Execution Version a party and the consummation by HOLDINGS and MIDSTREAM of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by HOLDINGSHOLDINGS and MIDSTREAM, respectively. This Agreement has been duly executed and delivered by HOLDINGSHOLDINGS and MIDSTREAM. Each of HOLDINGS and MIDSTREAM has all requisite limited liability company power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (bc) The JV is a general partnership duly formed JV, ET, FCV and validly existing under the Laws of the State of Delaware. Each Entity is a DETG are limited liability company companies duly formed, validly existing and in good standing under the Laws of the State of Delaware or in the case of XXXX/XXXXX, a general partnership duly formed, validly existing and in good standing under the Laws of Texas, and each Entity has have all requisite limited liability company power and authority, or in the case of XXXX/XXXXX partnership power and authority, authority to own or otherwise hold and operate its assets. The execution and delivery of the any Transaction Documents to which the JV is a party and the consummation by the JV of the transactions contemplated herein and therein to which it is a party have been duly and validly authorized by all necessary general partnership limited liability company action by the JV and on behalf of the Entities JV, ET, FCV and/or DETG (as the case may be).

Organization, Good Standing and Authority. (a) HOLDINGS Each of HOLDINGS, DCP SE TEXAS and MIDSTREAM is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS HOLDINGS, DCP SE TEXAS and MIDSTREAM is Project Alamo – Execution Version a party and the consummation by HOLDINGS HOLDINGS, DCP SE TEXAS and MIDSTREAM of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by HOLDINGS, DCP SE TEXAS and MIDSTREAM, respectively. This Agreement has been duly executed and delivered by HOLDINGSHOLDINGS and MIDSTREAM. Each of HOLDINGS and MIDSTREAM has all requisite limited liability company power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) The JV is a general partnership duly formed and validly existing and in good standing under the Laws of the State of Delaware. Each Entity is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware or in the case of XXXX/XXXXX, a general partnership duly formed, validly existing and in good standing under the Laws of Texas, and each Entity has all requisite limited liability company power and authority, or in the case of XXXX/XXXXX partnership power and authority, authority to own or otherwise hold and operate its assets. The execution and delivery of the any Transaction Documents to which the JV is a party and the consummation by the JV of the transactions contemplated herein and therein to which it is a party have been duly and validly authorized by all necessary general partnership action by the JV and on behalf of the Entities (as the case may be).

Organization, Good Standing and Authority. (a) GP is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which GP is a party and the consummation by GP of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited partnership action by GP. This Agreement has been duly executed and delivered by GP. GP has all requisite limited partnership power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) Each of HOLDINGS and MIDSTREAM is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS and MIDSTREAM is Project Alamo – Execution Version a party and the consummation by HOLDINGS and MIDSTREAM of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by HOLDINGSHOLDINGS and MIDSTREAM, respectively. This Agreement has been duly executed and delivered by HOLDINGSHOLDINGS and MIDSTREAM. Each of HOLDINGS and MIDSTREAM has all requisite limited liability company power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) The JV is a general partnership duly formed and validly existing under the Laws of the State of Delaware. Each Entity is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware or in the case of XXXX/XXXXX, a general partnership duly formed, validly existing and in good standing under the Laws of Texas, and each Entity has all requisite limited liability company power and authority, or in the case of XXXX/XXXXX partnership power and authority, to own or otherwise hold and operate its assets. The execution and delivery of the Transaction Documents to which the JV is a party and the consummation by the JV of the transactions contemplated herein and therein to which it is a party have been duly and validly authorized by all necessary general partnership action by the JV and on behalf of the Entities (as the case may be).

Organization, Good Standing and Authority. (a) HOLDINGS is a limited liability company partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS is Project Alamo – Execution Version a party and the consummation by HOLDINGS of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company partnership action by HOLDINGS. This Agreement has been duly executed and delivered by HOLDINGS. HOLDINGS has all requisite limited liability company partnership power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) The JV is a general partnership duly formed and validly existing under the Laws of the State of Delaware. Each Entity DEGP is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware or in the case State of XXXX/XXXXXDelaware. The execution and delivery of this Agreement and the other Transaction Documents to which DEGP is a party and the consummation by DEGP of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited partnership action by DEGP. HOLDINGS has all requisite limited liability company power and authority to enter into and perform the Transaction Documents to which it is a party, to perform its obligations thereunder and to carry out the transactions contemplated herein and therein. (c) GSRLLC is a general partnership limited liability company duly formed, validly existing and in good standing under the Laws of Texas, the State of Texas and each Entity has all requisite limited liability company power and authority, or in the case of XXXX/XXXXX partnership power and authority, authority to own or otherwise hold and operate its Assets. GSRLLC is duly licensed or qualified and in good standing as a foreign limited liability company authorized to do business in each additional State in which it owns assets. The execution . (d) GSRI is a limited liability company duly formed, validly existing and delivery in good standing under the Laws of the Transaction Documents State of Texas and has all requisite limited liability company power and authority to own or otherwise hold and operate its Assets. GSRI is duly licensed or qualified and in good standing as a foreign limited liability company authorized to do business in each additional State in which the JV it owns assets. (e) To HOLDINGS' Knowledge, Pine Tree is a party limited liability company duly formed, validly existing and in good standing under the consummation by the JV Laws of the transactions contemplated herein State of Maine and therein has all requisite limited liability company power and authority to own or otherwise hold and operate its Assets. To HOLDINGS' Knowledge, Pine Tree is duly licensed or qualified and in good standing as a foreign limited liability company authorized to do business in each additional State in which it is a party have been duly and validly authorized by all necessary general partnership action by the JV and on behalf of the Entities (as the case may be)owns assets.

Organization, Good Standing and Authority. (a) Each of HOLDINGS and GP is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS or GP is a party and the consummation by HOLDINGS or GP of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited partnership action by HOLDINGS or GP, respectively. This Agreement has been duly executed and delivered by HOLDINGS and GP. Each of HOLDINGS and GP has all requisite limited partnership power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) MIDSTREAM is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS MIDSTREAM is Project Alamo – Execution Version a party and the consummation by HOLDINGS MIDSTREAM of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by HOLDINGSMIDSTREAM. This Agreement has been duly executed and delivered by HOLDINGSMIDSTREAM. HOLDINGS MIDSTREAM has all requisite limited liability company power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (bc) The JV is a general partnership DPS, DGT, East Texas GP and East Texas LP are limited liability companies duly formed and formed, validly existing and in good standing under the Laws of the State of Delaware. Each Entity Delaware and have all requisite limited liability company power and authority to own or otherwise hold and operate its respective assets. (d) JV is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware or in the case of XXXX/XXXXX, a general partnership duly formed, validly existing and in good standing under the Laws of Texas, and each Entity has all requisite limited liability company power and authority, or in the case of XXXX/XXXXX partnership power and authority, authority to own or otherwise hold and operate its assets. The execution and delivery of the any Transaction Documents to which the JV is a party and the consummation by the JV of the transactions contemplated herein and therein to which it is a party have been duly and validly authorized by all necessary general partnership limited liability company action by JV. (e) ELP is a limited partnership duly formed, validly existing and in good standing under the JV and on behalf Laws of the Entities State of Texas and has all requisite limited partnership power and authority to own or otherwise hold and operate its assets. (as f) Each of FCV and DETG is a limited partnership duly formed, validly existing and in good standing under the case may be)Laws of the State of Delaware and has all requisite limited partnership power and authority to own or otherwise hold and operate its assets.

Organization, Good Standing and Authority. (a) HOLDINGS The Company is a limited liability company corporation, duly formedorganized, validly existing and in good standing under the Laws laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS is Project Alamo – Execution Version a party and the consummation by HOLDINGS of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by HOLDINGS. This Agreement Company has been duly executed and delivered by HOLDINGS. HOLDINGS has all requisite limited liability company full corporate power and authority to own its property and carry on its business as now being conducted, to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out consummate the transactions contemplated herein hereby and thereinthereby. The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Company. Complete copies of the Certificate of Incorporation and Bylaws of the Company, in each case as amended as of the Effective Date (collectively, the “Company Organizational Documents”), have been made available for review by Buyer. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of its business or the nature of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or be licensed would not have a Material Adverse Effect on the Company. (b) The JV is a general partnership duly formed and validly existing under the Laws of the State of Delaware. Each Entity DPT is a limited liability company partnership, duly formedorganized, validly existing and in good standing under the Laws laws of Delaware or in the case State of XXXX/XXXXXTexas. DPT has full power and authority to enter into and perform its obligations under the Amended and Restated Manufacturing Agreement and the other Transaction Documents, if any, to which it is a general partnership party, and to consummate the transactions contemplated thereby. The execution, delivery and performance of the Amended and Restated Manufacturing Agreement and the other Transaction Documents, if any, to which DPT is a party, and the consummation of the transactions contemplated thereby, have been duly formedauthorized by all necessary action on the part of DPT. (c) Healthpoint is a limited partnership, duly organized, validly existing and in good standing under the Laws laws of the State of Texas, and each Entity . Healthpoint has all requisite limited liability company full power and authority, or in authority to enter into and perform its obligations under the case of XXXX/XXXXX partnership power and authority, to own or otherwise hold and operate its assets. The execution and delivery of the Transaction Documents to which the JV is a party Transition Services Agreement and the consummation by the JV of the transactions contemplated herein and therein other Transaction Documents, if any, to which it is a party party, and to consummate the transactions contemplated thereby. The execution, delivery and performance of the Transition Services Agreement and the other Transaction Documents, if any, to which Healthpoint is a party, and the consummation of the transactions contemplated thereby, have been duly and validly authorized by all necessary general partnership action by on the JV and on behalf part of the Entities (as the case may be)Healthpoint.

Organization, Good Standing and Authority. (a) HOLDINGS The Purchaser is a limited liability company partnership duly formedorganized, validly existing and in good standing under the Laws laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS is Project Alamo – Execution Version a party and the consummation by HOLDINGS of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by HOLDINGS. This Agreement has been duly executed and delivered by HOLDINGS. HOLDINGS has all requisite limited liability company power and authority to enter into and perform this Agreement and the other Transaction Documents to which it Purchaser's sole general partner, The Xxxxx Corporation, is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) The JV is a general partnership corporation duly formed and validly existing under the Laws of the State of Delaware. Each Entity is a limited liability company duly formedorganized, validly existing and in good standing under the Laws laws of Delaware or in the case State of XXXX/XXXXX, a general partnership duly formed, validly existing and in good standing under the Laws of Texas, and each Entity has all requisite limited liability company power and authority, or in the case of XXXX/XXXXX partnership power and authority, to own or otherwise hold and operate its assetsDelaware. The execution and delivery Purchaser is duly authorized to do business in all jurisdictions where such qualification is necessary to carry on its business as now conducted, except where the failure to be so qualified (x) would not have a material adverse effect on the ability of the Transaction Documents Purchaser to which the JV is a party and the consummation fulfill its obligations under this Agreement or under any document contemplated hereunder to be executed by the JV Purchaser or to perform any of its obligations hereunder or thereunder or (y) would not have a material adverse effect on the assets, liabilities, financial condition, results of operations, value and/or operations of the Purchaser, in each case whether determined (i) without giving effect to any of the transactions contemplated herein or (ii) after giving effect to such transactions (any such interference or adverse effect, a "Purchaser Material Adverse Effect"). The Purchaser is duly qualified to conduct business in the respective states in which the Purchaser is acquiring a Property except where failure to do so would not have a Purchaser Material Adverse Effect. The Purchaser is authorized to consummate the transactions contemplated hereby and therein to which it is a party have been duly fulfill all of its obligations under this Agreement or under any document contemplated hereunder to be executed by the Purchaser and validly authorized by to perform any of its obligations hereunder or thereunder, and the Purchaser has all necessary general partnership action power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by the JV Purchaser, and on behalf to perform any of its obligations hereunder or thereunder. Purchaser has delivered to CFCL true, correct and complete copies of Purchaser's agreement of limited partnership and all amendments thereto through the Entities (as the case may be)date hereof.