Organization, Good Standing, and Authorization. MLP is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. MLP has all requisite limited partnership power and authority to enter into and perform this Agreement and the 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. The execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation by MLP of the transactions contemplated herein have been duly and validly authorized by all necessary limited partnership action by MLP. This Agreement has been duly executed and delivered by MLP.
Organization, Good Standing, and Authorization. (a) The Investor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority to perform its obligations under this Agreement. The Investor is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it requires such licensing, qualification or good standing, except for any failure to be so licensed, qualified or be in such good standing which could not be reasonably expected to have a material adverse effect on the Investor and its Subsidiaries, taken as a whole.
(b) The Investor has the requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations hereunder. This Agreement has been duly executed and delivered by the Investor and constitutes the valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms, subject to bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights and to general equity principles.
Organization, Good Standing, and Authorization. (a) The Company is, and as of the Closing, Holdco will be, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company is, and as of the Closing, Holdco will be, duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such licensing, qualification or good standing, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Company.
(b) Each of the Company and Holdco has the full power and authority and has taken all action necessary in order to execute, deliver and perform fully, its obligations under this Agreement (in the case of the Company only) and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of the Company and Holdco of this Agreement and each Ancillary Agreement to which it is a party and the consummation by each of the Company and Holdco of the transactions contemplated hereby and thereby have been duly authorized and approved and no other corporate proceeding with respect to the Company or Holdco is necessary to authorize this Agreement, the Ancillary Agreements to which it is a party, or the transactions contemplated hereby or thereby. This Agreement and each of the Ancillary Agreements to which the Company or Holdco, as applicable, is a party, has been duly executed and delivered by the Company or Holdco, as applicable, and constitutes a valid and binding agreement of the Company or Holdco, as applicable, enforceable against the Company or Holdco, as applicable, in accordance with its terms except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought.
Organization, Good Standing, and Authorization. BUYER is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. BUYER has all requisite power and authority to enter into and perform this Agreement and the 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. The execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation by BUYER of the transactions contemplated herein have been duly and validly authorized by all necessary action by BUYER. This Agreement has been duly executed and delivered by BUYER.
Organization, Good Standing, and Authorization. Each Transferee is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each Transferee has all requisite limited partnership power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which it is or will be a party and the consummation by each Transferee of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited partnership action by each Transferee. This Agreement has been duly executed and delivered by each Transferee.
Organization, Good Standing, and Authorization. (a) Buyer is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Buyer has all requisite limited liability company power and authority to carry on its business as now conducted, enter into and perform this Agreement and the 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. The execution and delivery of this Agreement and the Transaction Documents to which Buyer is a party and the consummation by Buyer of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by Buyer. This Agreement has been duly executed and delivered by Buyer.
(b) Buyer Parent is a limited partnership, duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite entity power and authority to carry on its business as now conducted, to deliver the Consideration Units and to enter into and perform the Securities Agreement. All partnership action required for the authorization, issuance and delivery of the Consideration Units and the entry into and performance of the Securities Agreement have been validly taken and no approval of the holders of outstanding units in Buyer Parent is required under the Buyer Parent Partnership Agreement or the rules of the New York Stock Exchange in connection with the issuance of the Consideration Units. Buyer Parent is not qualified, and the conduct of its business does not require it to be qualified, as a foreign organization in any state in which it is not so qualified, except where the failure to be so qualified would not be reasonably expected to (i) have a Buyer Material Adverse Effect or (ii) subject the limited partners of Buyer Parent to any material liability or disability.
Organization, Good Standing, and Authorization. Such Seller is duly formed, validly existing and in good standing under the laws of the State of its formation. Such Seller is duly qualified and/or licensed, as may be required, and in good standing in the Commonwealth of Pennsylvania. Such Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement and has adequate power, authority and legal right to enter into, execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement is legal, valid and binding with respect to such Seller and is enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally.
Organization, Good Standing, and Authorization. The General Partner 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 each other Transaction Document to which the General Partner is or will be a party and the consummation by the General Partner of the transactions contemplated hereby and thereby have been (or will be, prior to the execution and delivery thereof) duly and validly authorized by all necessary limited partnership action by the General Partner. This Agreement and each other Transaction Document to which the General Partner is or will be a party has been or will be duly executed and delivered by the General Partner. The General Partner has all requisite partnership power and authority to enter into this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and thereby.
Organization, Good Standing, and Authorization. MLP 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 each other Transaction Document to which MLP is or will be a party and the consummation by MLP of the transactions contemplated hereby and thereby have been (or will be, prior to the execution and delivery thereof) duly and validly authorized by all necessary partnership action by MLP. This Agreement and each other Transaction Document to which MLP is or will be a party has been or will be duly executed and delivered by MLP. MLP has all requisite partnership power and authority to enter into this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and thereby.
Organization, Good Standing, and Authorization. DCP is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. DCP has all requisite limited partnership power and authority to enter into and perform this Agreement and the 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. The execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation by DCP of the transactions contemplated herein have been duly and validly authorized by all necessary limited partnership action by DCP. This Agreement has been duly executed and delivered by DCP.
