Partnership Authorization. For each Company that will be executing any Loan Paper as of the Closing Date that is a partnership, evidence of authorization by the applicable partners, in each case authorizing the execution and full performance of the Loan Papers, and all other documents and actions required pursuant thereto, accompanied by a certificate from the general partner or other appropriate managing partner, dated as of the Closing Date, certifying that such copy is a true and correct copy of the authorizations adopted by the partnership and that such authorizations constitute all authorizations adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of the Closing Date.
Partnership Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation of the Transactions are within the partnership powers of Buyer and have been duly authorized by all necessary partnership action. This Agreement constitutes a valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms except (i) to the extent enforceability may be limited by bankruptcy laws, insolvency laws, reorganization laws, moratorium laws or other laws affecting creditors rights generally and (ii) to the extent enforceability may be limited by general equity principles.
Partnership Authorization. The execution, delivery and ------------------------- performance by such Partnership of this Agreement and the Transaction Documents, the other Forbearance Documents and the Escrowed Documents to which such Partnership is or is to be a party are within such Partnership's partnership powers and have been duly authorized by all necessary partnership action on the part of such Partnership.
Partnership Authorization. Borrower is a Delaware limited partnership validly existing and in good standing under the laws of Delaware and qualified to do business in the state of Arizona and each other state in which Borrower conducts business, and Borrower has the requisite power and authority to execute, deliver, and perform the Loan Documents. The execution, delivery, and performance by Borrower of the Loan Documents have been duly authorized by all requisite action by Borrower and do not conflict with, or result in a violation of or a default under the certificate partnership or Partnership Agreement of Borrower. Borrower's headquarters and principal place of business is presently located in Scottsdale, Arizona. Borrower has all requisite power and authority to own its assets and to carry on its business.
Partnership Authorization. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite partnership action of Seller.
Partnership Authorization. The execution, delivery and performance by the Partnership of this Agreement and the consummation by the Partnership of the transactions contemplated hereby have been duly authorized by all necessary partnership action, and by all necessary action on the part of each Partner. This Agreement has been duly executed and delivered by the Partnership and constitutes a valid and binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding at equity or at law).
Partnership Authorization. The execution, delivery and performance by the Second Partnership of this Agreement and the consummation by the Second Partnership of the transactions contemplated hereby have been duly authorized by all necessary partnership action on its part. This Agreement constitutes a valid, binding and enforceable agreement of the Second Partnership.
Partnership Authorization. The execution, delivery and performance by the First Partnership of this Agreement and the consummation by the First Partnership of the transactions contemplated hereby have been duly authorized by all necessary partnership action on its part. This Agreement constitutes a valid, binding and enforceable agreement of the First Partnership.
Partnership Authorization. Subject to the receipt of the opinions referred to in Section 10.02(e), the execution, delivery and performance by Buyer of this Agreement and the other Buyer Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and the execution, delivery and performance by Alliance Holding of this Agreement and the consummation of the transactions contemplated hereby, are within the respective powers, rights and authority of Buyer and Alliance Holding and, except for any required approval by Buyer's limited partners and/or Alliance Holding's unitholders and limited partners, have been duly authorized by all necessary action on the part of Buyer and Alliance Holding, respectively. This Agreement constitutes, and each of the other Buyer Transaction Agreements when executed will constitute, a valid and binding agreement of Buyer. This Agreement constitutes a valid and binding agreement of Alliance Holding.
Partnership Authorization. For each Company and Parent that is a partnership, evidence of authorization by the applicable partners, in each case authorizing the execution and full performance of the Loan Documents, and all other documents and actions required pursuant thereto, accompanied by a certificate from a general partner or other appropriate managing partner, dated as of the Closing Date, certifying that such copy is a true and correct copy of the authorizations adopted by the partnership and that such authorizations constitute all authorizations adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of the Closing Date.
