Common use of Power; Authorization; Enforceability Clause in Contracts

Power; Authorization; Enforceability. (a) Buyer has full legal capacity, right and power to enter into this Agreement the Assignment and Assumption Agreement, the Release Agreement and each of the other documents and agreements described in or contemplated by this Agreement to be executed by Buyer (the “Buyer Transaction Documents”), to purchase, receive and accept the assignment, transfer and delivery of the Purchased Units from Seller and to perform all other obligations of Buyer hereunder and under the other Buyer Transaction Documents and to consummate the Transaction. (b) The execution and delivery of this Agreement and each of the other Buyer Transaction Documents, the performance of the Buyer Transaction Documents and the consummation of the Transaction have been duly authorized by all requisite action on the part of Buyer. This Agreement and the other Buyer Transaction Documents have been duly and validly executed and delivered by Buyer. This Agreement and the other Buyer Transaction Documents constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity. (c) Each of the Persons signing this Agreement and each of the other Buyer Transaction Documents on behalf of Buyer is fully authorized by all necessary action to execute this Agreement and each of the other Buyer Transaction Documents. (d) The execution and delivery by Buyer of this Agreement or (after giving effect to Sections 5.4, 6.1(f) and 6.1(g) any of the other Buyer Transaction Documents do not and will not, and (after giving effect to Sections 5.4, 6.1(f) and 6.1(g)) the performance of any of the obligations of Buyer contemplated hereby or thereby and the consummation of the Transaction do not and will not, (i) conflict with, constitute a violation of, result in a breach or default under, or give rise to any right of termination, cancellation, acceleration, amendment, suspension or revocation of, (A) the organizational documents of Buyer, or (B) any agreement by which Buyer is bound or to which any of its property or assets is subject in any material respect, or (ii) conflict with, constitute a violation of or result in a breach of any Law or Order applicable to Buyer in any material respect.

Power; Authorization; Enforceability. (a) Buyer Seller has full legal capacity, right and power to enter into this Agreement Agreement, the Assignment and Assumption Agreement, the Release Agreement Agreement, and each of the other documents and agreements described in or contemplated by this Agreement to be executed by Buyer Seller (the “Buyer Seller Transaction Documents”), to purchasesell, receive and accept the assignmentassign, transfer and delivery of deliver the Purchased Units from Seller and to Buyer, to perform all other obligations of Buyer Seller hereunder and under the other Buyer Seller Transaction Documents Documents, and to consummate the Transaction. (b) The execution and delivery of this Agreement and each of the other Buyer Seller Transaction Documents, the performance of the Buyer Seller Transaction Documents and the consummation of the Transaction have been duly authorized by all requisite action on the part of BuyerSeller. This Agreement and the other Buyer Seller Transaction Documents have been duly and validly executed and delivered by BuyerSeller. This Agreement and the other Buyer Seller Transaction Documents constitute legal, valid and binding obligations of BuyerSeller, enforceable against Buyer Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity. (c) Each of the Persons signing this Agreement and each of the other Buyer Seller Transaction Documents on behalf of Buyer Seller is fully authorized by all necessary limited liability company action to execute this Agreement and each of the other Buyer Seller Transaction Documents. (d) The Neither the execution and nor the delivery by Buyer Seller of this Agreement or (after giving effect to Sections 5.4, 6.1(f) and 6.1(g)) any of the other Buyer Seller Transaction Documents do not and will notdoes or will, and (after giving effect to Sections Section 5.4, 6.1(f) and 6.1(g)6.1 (g) neither the performance of any of the obligations of Buyer Seller contemplated hereby or thereby and nor the consummation of the Transaction do not and will notdoes or will, (i) conflict with, constitute a violation of, result in a breach or default under, or give rise to any right of termination, cancellation, acceleration, amendment, suspension or revocation of, (A) the organizational documents of BuyerSeller, or (B) any agreement by which Buyer Seller is bound or to which any of its property or assets is subject in any material respect, or (ii) conflict with, constitute a violation of or result in a breach of any Law or Order applicable to Buyer Seller in any material respect, or (iii) result in the creation or imposition of any Lien upon any of the Purchased Units.

Power; Authorization; Enforceability. (a) Buyer Seller has full legal capacity, right and power to enter into this Agreement Agreement, the Assignment and Assumption Agreement, the Release Agreement Agreement, and each of the other documents and agreements described in or contemplated by this Agreement to be executed by Buyer Seller (the “Buyer Seller Transaction Documents”), to purchasesell, receive and accept the assignmentassign, transfer and delivery of deliver the Purchased Units from Seller and to Buyer, to perform all other obligations of Buyer Seller hereunder and under the other Buyer Seller Transaction Documents Documents, and to consummate the Transaction. (b) The execution and delivery of this Agreement and each of the other Buyer Seller Transaction Documents, the performance of the Buyer Seller Transaction Documents and the consummation of the Transaction have been duly authorized by all requisite action on the part of BuyerSeller. This Agreement and the other Buyer Seller Transaction Documents have been duly and validly executed and delivered by BuyerSeller. This Agreement and the other Buyer Seller Transaction Documents constitute legal, valid and binding obligations of BuyerSeller, enforceable against Buyer Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity. (c) Each of the Persons signing this Agreement and each of the other Buyer Seller Transaction Documents on behalf of Buyer Seller is fully authorized by all necessary limited liability company action to execute this Agreement and each of the other Buyer Seller Transaction Documents. (d) The Neither the execution and nor the delivery by Buyer Seller of this Agreement or (after giving effect to Sections 5.4, 6.1(f) and 6.1(g)) any of the other Buyer Seller Transaction Documents do not and will notdoes or will, and (after giving effect to Sections Section 5.4, 6.1(f) and 6.1(g)) neither the performance of any of the obligations of Buyer Seller contemplated hereby or thereby and nor the consummation of the Transaction do not and will notdoes or will, (i) conflict with, constitute a violation of, result in a breach or default under, or give rise to any right of termination, cancellation, acceleration, amendment, suspension or revocation of, (A) the organizational documents of BuyerSeller, or (B) any agreement by which Buyer Seller is bound or to which any of its property or assets is subject in any material respect, or (ii) conflict with, constitute a violation of or result in a breach of any Law or Order applicable to Buyer Seller in any material respect, or (iii) result in the creation or imposition of any Lien upon any of the Purchased Units.