Common use of 3Authority Clause in Contracts

3Authority. (a) Parent has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Parent Board and, other than the filing of the Company Merger Articles of Merger with the SDAT, no additional trust proceedings on the part of Parent or the Parent OP are necessary to authorize the execution, delivery and performance by Parent of this Agreement or the consummation of the transactions contemplated hereby by Parent. This Agreement has been duly executed and delivered by Parent and (assuming the due authorization, execution and delivery of this Agreement by each of the Company and the Operating Company) constitutes the valid and binding obligation of Parent enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Parent OP has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Parent OP and the consummation by the Parent OP of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Parent OP and Parent in its capacity as the sole member of the Parent OP and, other than the filing of the Operating Company Merger Certificate with the DSOS, no additional proceedings on the part of the Parent OP are necessary to authorize the execution, delivery and performance by the Parent OP of this Agreement or the consummation of the transactions contemplated hereby by the Parent OP. This Agreement has been duly executed and delivered by the Parent OP and (assuming the due authorization, execution and delivery of this Agreement by each of the Company and the Operating Company) constitutes the valid and binding obligation of the Parent OP enforceable against the Parent OP in accordance with its terms, subject to the Bankruptcy and Equity Exception. ​ ​ ​ (c) The Parent Board has unanimously (i) approved and declared advisable the Mergers and the other transactions contemplated by this Agreement, and (ii) approved the execution, delivery and performance of this Agreement and the consummation by Parent of the transactions contemplated hereby, including the Mergers, in each case by resolutions duly adopted, which resolutions have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent.

3Authority. (a) Parent The Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject to the receipt of the Company Requisite Vote, to consummate the Company Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent the Company and the consummation by Parent the Company of the Company Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Parent Company Board and, other than the Company Requisite Vote and the filing of the Company Merger Articles of Merger ​ ​ ​ with the SDAT, no additional trust corporate proceedings on the part of Parent the Company or the Parent OP any Company Subsidiary are necessary to authorize the execution, delivery and performance by Parent the Company of this Agreement or the consummation of the Company Merger and the other transactions contemplated hereby by Parentthe Company. This Agreement has been duly executed and delivered by Parent the Company and (assuming the due authorization, execution and delivery of this Agreement by each of the Company Parent and the Operating CompanyParent OP) constitutes the valid and binding obligation of Parent the Company enforceable against Parent the Company in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws of general application, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (clauses (i) and (ii) collectively, the “Bankruptcy and Equity Exception”). (b) The Parent OP Operating Company has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Parent OP Operating Company and the consummation by the Parent OP Operating Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Parent OP Operating Company and Parent the Company in its capacity as the sole managing member of the Parent OP Operating Company and, other than the filing of the Operating Company Merger Certificate with the DSOS, no additional proceedings on the part of the Parent OP Operating Company are necessary to authorize the execution, delivery and performance by the Parent OP Operating Company of this Agreement or the consummation of the transactions contemplated hereby by the Parent OPOperating Company. This Agreement has been duly executed and delivered by the Parent OP Operating Company and (assuming the due authorization, execution and delivery of this Agreement by each of the Company Parent and the Operating CompanyParent OP) constitutes the valid and binding obligation of the Parent OP Operating Company enforceable against the Parent OP Operating Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. ​ ​ ​. (c) The Parent Company Board has unanimously (i) approved and declared advisable the Mergers and the other transactions contemplated by this AgreementAgreement advisable and in the best interest of the Company and the stockholders of the Company, and (ii) approved the execution, delivery and performance of this Agreement and and, subject to obtaining the Company Requisite Vote, the consummation by Parent the Company of the transactions contemplated hereby, including the Mergers, (iii) directed that, on the terms and subject to the conditions of this Agreement, the Company Merger be submitted to the stockholders of the Company for their approval and (iv) resolved, on the terms and subject to the conditions of this Agreement, to recommend the approval of the Company Merger by the stockholders of the Company, in each case by resolutions duly adopted, which resolutions resolutions, except as permitted under Section 6.6, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent.