Common use of Validity of Agreement; Authorization Clause in Contracts

Validity of Agreement; Authorization. Buyer has the power and authority to enter into this Agreement and the Transaction Documents to which Buyer is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such Transaction Documents and the performance of Buyer's obligations hereunder and thereunder have been duly authorized by the Board of Directors of the general partner of Buyer and no other proceedings on the part of Buyer, its general partner or its owners are necessary to authorize such execution, delivery and performance. This Agreement and the Transaction Documents to which Buyer is a party each have been (in the case of this Agreement) or will be at the Closing (in the case of such Transaction Documents) duly executed and delivered by Buyer and constitute or will constitute at the Closing, as applicable, the valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms (except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar law affecting the enforcement of creditors' rights generally or by general equitable principles).

Validity of Agreement; Authorization. Buyer has the power and authority to enter into this Agreement and the Transaction Documents to which Buyer is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such Transaction Documents and the performance of Buyer's ’s obligations hereunder and thereunder have been duly authorized by the Board of Directors of the general partner of Buyer and no other proceedings on the part of Buyer, its general partner or its owners are necessary to authorize such execution, delivery and performance. This Agreement and the Transaction Documents to which Buyer is a party each have been (in the case of this Agreement) or will be at the Closing (in the case of such Transaction Documents) duly executed and delivered by Buyer and constitute or will constitute at the Closing, as applicable, the valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms (except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar law affecting the enforcement of creditors' ’ rights generally or by general equitable principles).

Validity of Agreement; Authorization. Buyer has the corporate power and authority to enter into this Agreement and the Transaction Basic Documents to which Buyer it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such Transaction the Basic Documents and the performance of Buyer's ’s obligations hereunder and thereunder have been duly authorized by the Board of Directors of Buyer and, other than the general partner of Buyer and Stockholder Approval, no other proceedings on the part of Buyer, its general partner or its owners any of Buyer are necessary to authorize such execution, delivery and performance. This Agreement and Each of the Transaction Basic Documents to which Buyer is a party each have has been (in the case of this Agreement) ), or will be at the Closing (in the case of such Transaction other Basic Documents) ), duly executed and delivered by Buyer and constitute constitutes, or will constitute at the Closing, as applicable, the Buyer’s valid and binding obligation of Buyer obligation, enforceable against Buyer in accordance with its terms (except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar law Law affecting the enforcement of creditors' ’ rights generally or by general equitable principles).