Organizational Authorization. Seller has taken, or caused to be taken, all necessary organizational action (including, without limitation, the obtaining of any consent or approval of any of its board of directors or committee thereof or any officers required by its charter documents or other organizational agreements) to authorize the execution and delivery of this Agreement and each of the Seller Agreements and the performance of its obligations hereunder and thereunder;
Organizational Authorization. The execution, delivery and performance by the Buyer of this Agreement and the consummation of the transactions contemplated hereby are within the limited partnership power of the Buyer and have been duly authorized by all necessary action on the part of the Buyer. This Agreement constitutes a valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors’ rights generally.
Organizational Authorization. If such Seller is an entity, the execution, delivery and performance by such Seller of this Agreement and the consummation of the transactions contemplated hereby are within such Seller’s organizational powers and have been duly authorized by all necessary action on the part of such Seller. This Agreement constitutes a valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors’ rights generally.
Organizational Authorization. Each of the Buyer and Buyer Parent has the full right, power and authority to enter into this Agreement, the Financing and each Related Agreement to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Financing and each Related Agreement to which the Buyer or Buyer Parent is (or will be) a party, and the performance of the Buyer’s and Buyer Parent’s respective obligations hereunder and thereunder, have been duly authorized by all necessary action on the part of the Buyer and Buyer Parent, respectively. This Agreement, the Financing Documents and each Related Agreement to which the Buyer or Buyer Parent is a party and each agreement, document and instrument to be executed and delivered by the Buyer or Buyer Parent pursuant to this Agreement constitute, or will when executed and delivered constitute, valid and binding obligations of the Buyer and Buyer Parent, respectively, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Organizational Authorization. If such Securityholder is an entity, the execution, delivery and performance by such Securityholder of this Agreement and the consummation of the transactions contemplated hereby are within such Securityholder’s organizational powers and have been duly authorized by all necessary action on the part of such Securityholder. This Agreement and the Joinder Agreement, as applicable, constitutes a valid and binding agreement of such Securityholder, enforceable against such Securityholder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Organizational Authorization. The Buyer has the full right, power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Buyer’s obligations hereunder have been duly authorized by all necessary corporate action on the part of the Buyer. This Agreement and each agreement, document and instrument to be executed and delivered by the Buyer pursuant to this Agreement constitute, or will when executed and delivered constitute, valid and binding obligations of the Buyer, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Organizational Authorization. The execution, delivery and performance by each of the Seller and Parent of this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement (including each other Transaction Document) and the consummation of the transactions contemplated hereby and thereby are within the Seller’s and Parent’s powers and have been duly authorized by all necessary action on the part of the Seller and Parent. Assuming due authorization, execution and delivery by the Buyer, this Agreement and each other Transaction Document to which it is a party constitutes a valid and binding agreement of the Seller and Parent, enforceable against the Seller and Parent in accordance with its terms, subject to the Enforceability Exceptions.
Organizational Authorization. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the Other Transaction Documents to which it is a party and the consummation of the Transactions are within the corporate power of Parent or Merger Sub, as applicable, and have been duly authorized by all necessary corporate or other action on the part of Parent or Merger Sub, as applicable. This Agreement and each Other Transaction Document to which Parent or Merger Sub is a party constitutes a valid and binding agreement of Parent or Merger Sub, as applicable, enforceable against Parent or Merger Sub, as applicable, in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar Laws from time to time in effect affecting the enforcement of creditors’ rights generally.
Organizational Authorization. If such Seller is an entity, the execution, delivery and performance by such Seller of this Agreement and the consummation of the transactions contemplated hereby are within such Seller's organizational powers and have been duly authorized by all necessary action on the part of such Seller, and no other organizational proceedings on the part of such Seller, and no other vote, if any, of the equityholders of such Seller are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes a valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally.
Organizational Authorization. The execution, delivery and performance by the Buyer and the Acquisition Sub of this Agreement and the Other Documents are within the corporate power of the Buyer and the Acquisition Sub and have been duly authorized by all necessary corporate action on the part of the Buyer and the Acquisition Sub and no other corporate proceedings on the part of the Buyer or the Acquisition Sub and no other vote, if any, of the Buyer's or the Acquisition Sub's stockholders are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement and each Other Document constitute, or will when executed and delivered constitute, valid and binding obligations of the Buyer and the Acquisition Sub, enforceable against each of them in accordance with their terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally.
