Common use of Seller’s Authorization Clause in Contracts

Seller’s Authorization. (a) Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business in the Commonwealth of Massachusetts and is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller. Seller has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder 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 have been duly authorized by all requisite corporate action on the part of Seller, have been and will at Closing be duly executed by Seller, and are the valid and legally binding obligations 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 the Seller hereunder or thereunder will result in the violation of any law or any provision of Seller’s articles of incorporation or bylaws or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Seller is bound.

Seller’s Authorization. Seller is (a) Seller is duly organizedorganized (or formed), validly existing and in good standing under the laws of its State of organization and the State of Delawarein which the Property is located, is duly qualified to do business (b) except as described in the Commonwealth of Massachusetts and 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. 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 all of Seller’s its obligations hereunder and thereunder. This 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, have been and will at Closing be duly executed by Seller, Seller and are the valid and legally binding obligations 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, Seller nor the performance of the obligations of the Seller hereunder or thereunder will result in the violation of any law or any provision of Seller’s the articles of incorporation or bylaws and by-laws of Seller or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Seller is bound.

Seller’s Authorization. Seller (and as used in this Section 9.2.1, the term Seller includes any general partners or managing members of Seller) (a) Seller is duly organizedorganized (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 of Delawarein which the Property is located, is duly qualified to do business in the Commonwealth of Massachusetts and is (b)is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller. 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 Seller’s its obligations hereunder and thereunder. 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, have been and will at Closing be duly executed by Seller, Seller and are the valid and legally binding obligations 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, nor the performance of the obligations of the Seller hereunder or thereunder will result in the violation of any law Law or any provision of Seller’s articles the organizational documents of incorporation Seller or bylaws any other agreement by which Seller or its assets are bound, or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Seller is bound. No petition has been filed by or against Seller or its partners under the Federal Bankruptcy Code or any similar state or federal Law, whether now or hereafter existing.

Seller’s Authorization. Seller (and as used in this Section 9.2.1, the term Seller includes any general partners or managing members of Seller) (a) Seller is duly organizedorganized (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 of Delawarein which the Property is located, is duly qualified to do business in the Commonwealth of Massachusetts and (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller. 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 Seller’s its obligations hereunder and thereunder. 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, have been and will at Closing be duly executed by Seller, Seller and are the valid and legally binding obligations 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, nor the performance of the obligations of the Seller hereunder or thereunder will result in the violation of any law Law or any provision of Seller’s articles the organizational documents of incorporation or bylaws Seller or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Seller is bound.

Seller’s Authorization. Seller (and as used in this Section 9.2.1, the term Seller includes any general partners or managing members of Seller) (a) Seller is duly organizedorganized (or formed), validly existing and in good standing under the laws Laws of the State in which its Facility is located and, as and to the extent required by applicable Laws, under the Laws of Delawarethe State in which the Facilities are located, is duly qualified (b) subject to do business obtaining the approvals described in the Commonwealth of Massachusetts and Subsection 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. 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 Seller’s its obligations hereunder and thereunder. This Subject to obtaining the approvals described in Subsection 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, have been and will at Closing be duly executed by Seller, Seller and are the valid and legally binding obligations 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, nor the performance of the obligations of the Seller hereunder or thereunder will result in the violation of any law Law or any provision of Seller’s articles the organizational documents of incorporation or bylaws Seller or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Seller is bound.

Seller’s Authorization. Seller is (a) Seller is duly organizedorganized (or formed), validly existing and in good standing under the laws of its State of organization and the State of Delawarein which the Property is located, is duly qualified (b) subject to do business obtaining the approvals described in the Commonwealth of Massachusetts and Subsection 7.1(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. 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 all of Seller’s its obligations hereunder and thereunder. This Subject to obtaining the approvals described in Subsection 7.1(a), 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, have been and will at Closing be duly executed by Seller, Seller and are the valid and legally binding obligations 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, Seller nor the performance of the obligations of the Seller hereunder or thereunder will result in the violation of any law or any provision of Seller’s articles of incorporation or bylaws the partnership agreement by which Seller was formed or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Seller is bound.

Seller’s Authorization. The sole constituent partners of Seller are Prudential and EPV. Seller (a) Seller is duly organized, organized (or formed) and validly existing and in good standing under the laws of the State of DelawareNew Jersey, is duly qualified (b) subject to do business obtaining the approvals described in the Commonwealth of Massachusetts and Subsection 7.1(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. 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 all of Seller’s its obligations hereunder and thereunder. This Subject to obtaining the approvals described in Subsection 7.1(a), 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, have been and will at Closing be duly executed by Seller, Seller and are the valid and legally binding obligations 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, Seller nor the performance of the obligations of the Seller hereunder or thereunder will result in the violation of any law or any provision of Seller’s articles the governing agreements of incorporation or bylaws Seller or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Seller is bound.

Seller’s Authorization. Seller (and as used in this Section 9.2.1, the term Seller includes any general partners or managing members of Seller) (a) Seller is duly organizedorganized (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 of Delawarein which the Property is located, is duly qualified to do business in the Commonwealth of Massachusetts and (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller. 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 Seller’s its obligations hereunder and thereunder. 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, have been and will at Closing be duly executed by Seller, Seller and are the valid and legally binding obligations 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, nor the performance of the obligations of the Seller hereunder or thereunder will result in the violation of any law Law or any provision of Seller’s articles the organizational documents of incorporation or bylaws Seller or will conflict with any order or decree of any court or governmental instrumentality or any other agreement 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 (a) Seller is duly organizedorganized (or formed), validly existing and in good standing under the laws Laws of the State of Delaware, is duly qualified to do business in the Commonwealth of Massachusetts and Massachusetts, (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller. 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 Seller’s its obligations hereunder and thereunder. 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, have been and will at Closing be duly executed by Seller, Seller and are the valid and legally binding obligations 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, nor the performance of the obligations of the Seller hereunder or thereunder will result in the violation of any law Law or any provision of Seller’s articles the organizational documents of incorporation or bylaws Seller or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Seller is bound.

Seller’s Authorization. Seller (a) Seller is duly organizedorganized (or formed), validly existing and in good standing under the laws Laws of its State of organization and, to the extent required by Law, the State of Delawarein which the Property is located, is duly qualified to do business in the Commonwealth of Massachusetts and (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller. 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 Seller’s 's obligations hereunder and thereunder. 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, have been and will at Closing be duly executed by Seller, Seller and are the valid and legally binding obligations 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, nor the performance of the obligations of the Seller hereunder or thereunder will result in the violation of any law Law or any provision of Seller’s articles the organizational documents of incorporation or bylaws Seller or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Seller is bound.

Seller’s Authorization. Seller (a) Seller is duly organizedorganized (or formed), validly existing and in good standing under the laws of the State of DelawareDelaware and to the extent required by applicable Law, is duly qualified to do business in the Commonwealth of Massachusetts and State in which the Property is located, (b) 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. 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 all of Seller’s obligations hereunder and thereunder. This Agreement has been, and all documents contemplated hereunder Closing Documents to be executed by Seller have been will be, duly authorized by all requisite partnership, corporate or other required action on the part of Seller, have been and will at Closing be duly executed by Seller, Seller and are and/or at the Closing will be the valid and legally binding obligations obligation of Seller Seller, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy or insolvency laws, or laws affecting creditor’s rights generally. Neither the execution and delivery of this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller, nor the performance of the obligations of the Seller hereunder or thereunder will (i) to Seller’s knowledge, result in the violation of any law or Law, (ii) result in the violation of any provision of the organizational documents of Seller’s articles of incorporation , or bylaws or will (iii) conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Seller or the Property is bound.

Seller’s Authorization. Seller (a) Seller is duly organizedorganized (or formed), validly existing and in good standing under the laws Laws of its State of organization and, as to the extent required by applicable Laws, of the State of Delawarein which the Property is located, is duly qualified to do business in the Commonwealth of Massachusetts and (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller. 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 Seller’s its obligations hereunder and thereunder. 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, have been and will at Closing be duly executed by Seller, Seller and are the valid and legally binding obligations 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, nor the performance of the obligations of the Seller hereunder or thereunder will result in the violation of any law Law or any provision of Seller’s articles the organizational documents of incorporation or bylaws Seller or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Seller is bound.