Common use of Validity of Agreement; Authorization Clause in Contracts

Validity of Agreement; Authorization. Each of the Selling Parties has the corporate or limited liability company power and authority, as applicable, to enter into the Basic Documents to which it is party and to carry out its obligations thereunder. The execution and delivery of the Basic Documents and the performance of each of the Selling Party’s obligations thereunder have been duly authorized by the Board of Directors or other governing body of such Selling Party and no other proceedings on the part of any of the Selling Parties are necessary to authorize such execution, delivery and performance. Each of the Basic Documents to which any of the Selling Parties is a party has been (in the case of this Agreement), or will be at the Closing (in the case of such other Basic Documents), duly executed and delivered by each of the Selling Parties party thereto and constitutes, or will constitute at the Closing, as applicable, such Selling Party’s valid and binding obligation, enforceable against such Selling Party 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. Each of the Such Selling Parties Party has the corporate or limited liability company power and authority, as applicable, authority to enter into this Agreement and the Basic Transaction Documents to which it is party and to carry out its obligations hereunder and thereunder. The execution and delivery of the Basic this Agreement and such Transaction Documents and the performance of each of the Selling Party’s obligations hereunder and thereunder have been duly authorized by the Board of Directors or other governing body of such the Selling Party or the general partner of the Selling Party, as applicable, and no other proceedings on the part of any of the Selling Parties Party are necessary to authorize such execution, delivery and performance. Each of This Agreement and the Basic Transaction Documents to which any of the Selling Parties Party is a party has have been (in the case of this Agreement), or will be at the Closing (in the case of such other Basic Transaction Documents), duly executed and delivered by each of the Selling Parties party thereto Party, as applicable, and constitutesconstitute, or will constitute at the Closing, as applicable, each such Selling Partyparty’s valid and binding obligation, obligation enforceable against each such Selling Party party 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).