Common use of Seller’s Authorization Clause in Contracts

Seller’s Authorization. Seller (and as used in this Subsection 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 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) subject to obtaining the approvals described in Subsection 8.1(a) (and as of the date hereof, Seller has received Corporate Approval), is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all Closing Documents to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all Closing Documents to be executed by Seller, and to perform all of its obligations hereunder and thereunder. Subject to obtaining the approvals described in Subsection 8.1(a) (and as of the date hereof, Seller has received Corporate Approval), this Agreement and all 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, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all Closing Documents 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 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 (and as used in this Subsection 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 of its State of organization and, and as and to the extent required by applicable Laws, of law the State in which the Property is located, (b) subject to obtaining the approvals described in Subsection 8.1(a) (and as of the date hereof, Seller has received Corporate Approval), is b)is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all Closing Documents documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all Closing Documents documents contemplated hereunder to be executed by Seller, and to perform all of its obligations hereunder and thereunder. Subject to obtaining the approvals described in Subsection 8.1(a) (and as of the date hereof, Seller has received Corporate Approval), this This Agreement and all Closing Documents 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, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all Closing Documents 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 organizational documents of Seller or 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 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. Each of Fee Seller (and as used in this Subsection 9.2.1, the term Leasehold 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 of its State of organization and, as and to the extent required by applicable LawsLaw, of the State in which the Property is located, (b) subject to obtaining the approvals described in Subsection 8.1(a) (and as of the date hereof, Seller has received Corporate Approval), is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all Closing Documents to be executed by Fee Seller or Leasehold Seller, as applicable, and (c) has all necessary power to execute and deliver this Agreement and all Closing Documents to be executed by Fee Seller or Leasehold Seller, as applicable, and to perform all of its Seller’s obligations hereunder and thereunder. Subject to obtaining the approvals described in Subsection 8.1(a) (and as of the date hereof, Seller has received Corporate Approval), this This Agreement and all Closing Documents to be executed by Fee Seller or Leasehold Seller, as applicable, have been duly authorized by all requisite partnership, corporate or other required action on the part of Fee Seller or Leasehold Seller, as applicable, and are the valid and legally binding obligation of Fee Seller or Leasehold Seller, as applicable, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all Closing Documents 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 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. Each of Seller and The Prudential Insurance Company of America (and as used in this Subsection 9.2.1, the term Seller includes any general partners or managing members of Seller"Prudential") (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) subject to obtaining the approvals approval described in Subsection 8.1(a) (and as of the date hereof, Seller has received Corporate Approval7.1(a), is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all Closing Documents documents contemplated hereunder to be executed by SellerSeller (or Prudential, as the case may be), and (c) has all necessary power to execute and deliver this Agreement and all Closing Documents documents contemplated hereunder to be executed by Seller, such party and to perform all of its obligations hereunder and thereunder. Subject to obtaining the approvals approval described in Subsection 8.1(a) (and as of the date hereof, Seller has received Corporate Approval7.1(a), this Agreement and all Closing Documents documents contemplated hereunder to be executed by Seller, Seller and Prudential have been duly authorized by all requisite partnership, partnership or corporate or other required action on the part of Seller and Prudential and are the valid and legally binding obligation of SellerSeller and Prudential, as the case may be, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all Closing Documents documents contemplated hereunder to be executed by Seller, Seller and Prudential nor the performance of the obligations of Seller and Prudential hereunder or thereunder will result in the violation of any Law or any provision of the organizational documents agreement of partnership or articles of incorporation and by-laws of Seller or Prudential or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller or Prudential is bound. Subject to obtaining the approval described in Section 7.1(a), Seller and Prudential have all third party consents and approvals necessary to consummate the Transaction.