Common use of Seller’s Authorization Clause in Contracts

Seller’s Authorization. Seller is (a) duly organized (or formed), validly existing and in good standing under the laws of its State of organization and the State in which the Property is located, (b) except as described in Section 7.1(a) hereof, is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller and to perform its obligations hereunder and thereunder. Except as described in Section 7.1(a) hereof, this Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite corporate action on the part of Seller and are the valid and legally binding obligation of Seller enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the articles of incorporation and by-laws of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Authorization. Seller (i) is (a) duly organized (or formed)organized, validly existing and in good standing under the laws Laws of its respective state of organization and, to the extent required by Law, the State of organization and the State in which the Property is locatedIndiana, (bii) except as subject to obtaining the approvals described in Section 7.1(a) hereofArticle 8, is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder the Closing Documents to be executed by Seller, and (ciii) subject to obtaining the approvals described in Article 8, has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder the Closing Documents to be executed by Seller Seller, and to perform its Seller’s obligations hereunder and thereunder. Except as Subject to obtaining the approvals described in Section 7.1(a) hereofArticle 8, this Agreement and all documents contemplated hereunder the Closing Documents to be executed by Seller have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are its general partner or managing member (as applicable) and is the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder the Closing Documents to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or its general partner or managing member (as applicable) and is or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is or its general partner or managing member (as applicable) are bound.

Seller’s Authorization. Seller is (and as used in this Section 9.2.1, the term Seller includes any general partners or managing members of Seller) (a) is duly organized (or formed), validly existing and active and in good standing existence under the laws Laws of its State of organization and, as and to the extent required by applicable Laws, of the State in which the Property is located, (b) except as described in Section 7.1(a) hereof, is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller Seller, and to perform all of its obligations hereunder and thereunder. Except as described in Section 7.1(a) hereof, this This Agreement and all documents contemplated hereunder to be executed by Seller Seller, have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation obligations of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Authorization. Seller represents and warrants to Buyer that Seller (i) is (a) duly organized (or formed), validly existing and in good standing under the laws of its State of organization and and, to the extent required by law, the State in which the Property is located, (bii) except as described in Section 7.1(a) hereof, is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by SellerSeller pursuant hereto, and (ciii) has all necessary power to execute and deliver this Agreement and such other documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller and to perform its obligations hereunder and thereunder. Except as described in Section 7.1(a) hereof, this Agreement and all documents contemplated hereunder to be executed by Seller pursuant hereto have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all or the other documents contemplated hereunder to be executed by Seller pursuant hereto, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Authorization. Seller is and its sole member (a) are duly organized (or formed), validly existing and in good standing under the laws Laws of its their State of organization and and, to the extent required by Law, the State in which the Property is located, (b) except as described in Section 7.1(a) hereof, is are authorized to consummate the Transaction and fulfill all of its their obligations hereunder and under all documents contemplated hereunder Closing Documents to be executed by Seller, and (c) has have all necessary power to execute and deliver this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller Seller, and to perform its all of Seller’s obligations hereunder and thereunder. Except as described in Section 7.1(a) hereof, this This Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and its sole member and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or its sole member or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is or its sole member are bound.

Seller’s Authorization. Seller is (and as used in this Section 9.2.1, the term Seller includes any general partners or managing members of Seller) (a) is duly organized (or formed), validly existing and in good standing under the laws Laws of its State of Purchase Agreement SHP/Renaissance Portfolio Contract organization and, as and to the extent required by applicable Laws, of the State in which the Property is located, (b) except as described in Section 7.1(a) hereof, is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller Seller, and to perform all of its obligations hereunder and thereunder. Except as described in Section 7.1(a) hereof, this This Agreement and all documents contemplated hereunder to be executed by Seller Seller, have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Authorization. Seller is and its managing member (a) are duly organized (or formed)organized, validly existing and in good standing under the laws Laws of its State their respective States of organization and and, to the extent required by Law, the State in which the Property is located, (b) except as subject to obtaining the approvals described in Section 7.1(a) hereofSubsection 8.1(a), is are authorized to consummate the Transaction and fulfill all of its their respective obligations hereunder and under all documents contemplated hereunder Closing Documents to be executed by Seller, and (c) has have all necessary power to execute and deliver this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller Seller, and to perform its all of Seller’s obligations hereunder and thereunder. Except as Subject to obtaining the approvals described in Section 7.1(a) hereofSubsection 8.1(a), this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller have been duly authorized by all requisite corporate limited liability company or other required action on the part of Seller and its managing member and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or its managing member or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is or its managing member are bound.

Seller’s Authorization. Seller is (a) is duly organized (or formed), validly existing and in good standing under the laws Laws of its State of organization and and, as to the extent required by applicable Laws, of the State in which the Property is located, (b) except as described in Section 7.1(a) hereof, is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller Seller, and to perform all of its obligations hereunder and thereunder. Except as described in Section 7.1(a) hereof, this This Agreement and all documents contemplated hereunder to be executed by Seller Seller, have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Authorization. Seller is (and as used in this Section 9.2.1, the term Seller includes any general partners or managing members of Seller) (a) is duly organized (or formed), validly existing and in good standing under the laws Laws of its State of organization and as and to the extent required by law the State in which the Property is located, (b) except as described in Section 7.1(a) hereof, is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller Seller, and to perform all of its obligations hereunder and thereunder. Except as described in Section 7.1(a) hereof, this This Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Authorization. Seller is (a) duly organized (or formed), validly existing and in good standing under the laws of its State of organization and the State in which the Property is located, (b) except as subject to obtaining the approvals described in Section Subsection 7.1(a) hereof), is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller and to perform its obligations hereunder and thereunder. Except as Subject to obtaining the approvals described in Section Subsection 7.1(a) hereof), this Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite corporate action on the part of Seller and are the valid and legally binding obligation of Seller enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the articles of incorporation and by-laws of partnership agreement by which Seller was formed or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Authorization. Seller is (a) is duly organized (or formed), validly existing and in good standing under the laws Laws of its State of organization and and, to the extent required by Law, the State in which the Property is located, (b) except as subject to obtaining the approvals described in Section 7.1(a) hereofSubsection 8.1(a), is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder Closing Documents to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller Seller, and to perform its all of Seller’s obligations hereunder and thereunder. Except as Subject to obtaining the approvals described in Section 7.1(a) hereofSubsection 8.1(a), this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Authorization. The sole constituent partners of Seller is are Prudential and EPV. Seller (a) is duly organized (or formed), ) and validly existing and in good standing under the laws of its the State of organization and the State in which the Property is locatedNew Jersey, (b) except as subject to obtaining the approvals described in Section Subsection 7.1(a) hereof), is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller and to perform its obligations hereunder and thereunder. Except as Subject to obtaining the approvals described in Section Subsection 7.1(a) hereof), this Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite corporate action on the part of Seller and are the valid and legally binding obligation of Seller enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the articles of incorporation and by-laws governing agreements of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Authorization. Seller is (and as used in this Section 9.2.1, the term Seller includes any general partners or managing members of Seller) (a) is duly organized (or formed), validly existing and in good standing under the laws Laws of the State in which its State Facility is located and, as and to the extent required by applicable Laws, under the Laws of organization and the State in which the Property is Facilities are located, (b) except as subject to obtaining the approvals described in Section 7.1(a) hereofSubsection 8.1(a), is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller Seller, and to perform all of its obligations hereunder and thereunder. Except as Subject to obtaining the approvals described in Section 7.1(a) hereofSubsection 8.1(a), this Agreement and all documents contemplated hereunder to be executed by Seller Seller, have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Authorization. Seller is (and as used in this Section 9.2.1, the term Seller includes any general partners or managing members of Seller) (a) is duly organized (or formed), validly existing and in good standing under the laws Laws of its State of organization and as and to the extent required by law the State in which the Property is located, (b) except as subject to obtaining the approvals described in Section 7.1(a) hereofSubsection 8.1(a), is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller Seller, and to perform all of its obligations hereunder and thereunder. Except as Subject to obtaining the approvals described in Section 7.1(a) hereofSubsection 8.1(a), this Agreement and all documents contemplated hereunder to be executed by Seller Seller, have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Authorization. Seller is (and as used in this Section 9.2.1, the term Seller includes any general partners or managing members of Seller) (a) is duly organized (or formed), validly existing and in good standing under the laws Laws of its State of organization and, as and to the extent required by applicable Laws, of the State in which the Property is located, (b) except as described in Section 7.1(a) hereof, is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller Seller, and to perform all of its obligations hereunder and thereunder. Except as described in Section 7.1(a) hereof, this This Agreement and all documents contemplated hereunder to be executed by Seller Seller, have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound or result in the violation of, or give any third party the right to terminate, modify or accelerate, any agreement to which Seller is bound.

Seller’s Authorization. Seller is (a) is duly organized (or formed), validly existing and in good standing under the laws Laws of its State of organization and and, to the extent required by Law, the State in which the Property is located, (b) except as described in Section 7.1(a) hereof, is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller Seller, and to perform its all of Seller's obligations hereunder and thereunder. Except as described in Section 7.1(a) hereof, this This Agreement and all documents contemplated hereunder to be executed by Seller Seller, have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Authorization. Seller is (and as used in this Section 9.2.1, the term Seller includes the Company, any general partners or managing members of Seller) (a) is duly organized (or formed), validly existing and in good standing under the laws Laws of its State of organization and, as and to the extent required by applicable Laws, of the State in which the Property is located, (b) except as described in Section 7.1(a) hereof, is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) contingent upon completion of the Foreclosure Deed Delivery, has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller Seller, and to perform all of its obligations hereunder and thereunder. Except as described in Section 7.1(a) hereof, this This Agreement and all documents contemplated hereunder to be executed by Seller Seller, have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation obligations of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law Law or any provision of the articles of incorporation and by-laws organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.