Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) Xxxxxxxx has the requisite trust power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger and any other related matters (the "Xxxxxxxx Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which Xxxxxxxx is a party. The execution and delivery of this Agreement by Xxxxxxxx and the consummation by Xxxxxxxx of the transactions contemplated by this Agreement to which Xxxxxxxx is a party have been duly authorized by all necessary action on the part of Xxxxxxxx, except for and subject to the Xxxxxxxx Shareholder Approvals and the Xxxxxxxx Partner Approvals with respect to the consummation of the Mergers only. This Agreement has been duly executed and delivered by Xxxxxxxx and, subject to the Xxxxxxxx Shareholder Approvals with respect to the consummation of the Merger only and assuming this Agreement constitutes the valid and binding agreement of Xxxx-Xxxx, constitutes a valid and binding obligation of Xxxxxxxx, enforceable against Xxxxxxxx in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authority; Noncontravention; Consents. (a) Xxxxxxxx JP has the requisite trust corporate power and authority to enter into this Agreement and, subject to (i) the requisite JP stockholder approval of this Agreement and the Merger (the "JP Stockholder Approval"), and (ii) the requisite approval of the holders of PDC OP Units, as specified in Schedule 2.5(a) to the JP Disclosure Letter, of this Agreement, the PDC LP Amendment described in Schedule 2.5(a) to the JP Disclosure Letter (the "PDC LP Amendment") and the Partnership Merger (collectively, the "JP Partner Approvals"), to consummate the transactions contemplated by this Agreement to which JP is a party. PDC LP has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger and any other related matters (the "Xxxxxxxx Shareholder JP Partner Approvals"), to consummate the transactions contemplated by this Agreement to which Xxxxxxxx PDC LP is a party. The execution and delivery of this Agreement by Xxxxxxxx JP and PDC LP and the consummation by Xxxxxxxx JP and PDC LP of the transactions contemplated by this Agreement to which Xxxxxxxx is a party they are parties have been duly authorized by all necessary action on the part of XxxxxxxxJP and PDC LP, except for and subject to the Xxxxxxxx Shareholder Approvals JP Stockholder Approval and the Xxxxxxxx JP Partner Approvals with respect to the consummation of the Mergers onlyApprovals. This Agreement has been duly executed and delivered by Xxxxxxxx and, subject to the Xxxxxxxx Shareholder Approvals with respect to the consummation of the Merger only JP and assuming this Agreement constitutes the valid PDC LP and binding agreement of Xxxx-Xxxx, constitutes a valid and binding obligation of Xxxxxxxxeach of JP and PDC LP, enforceable against Xxxxxxxx each of them in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authority; Noncontravention; Consents. (a) Xxxxxxxx Xxxxxxx has the requisite trust corporate power and authority to enter into this Agreement and, subject to the requisite shareholder Xxxxxxx stockholder approval of the Merger and any other related matters reasonably and timely requested by any other party to effectuate the transactions contemplated by this Agreement (collectively, the "Xxxxxxxx Shareholder “Xxxxxxx Stockholder Approvals"”) and the Xxxxxxx Partner Approvals (as defined herein), to consummate the transactions contemplated by this Agreement to which Xxxxxxxx Xxxxxxx is a party. The execution and delivery of this Agreement by Xxxxxxxx Xxxxxxx and the consummation by Xxxxxxxx Xxxxxxx of the transactions contemplated by this Agreement to which Xxxxxxxx Xxxxxxx is a party have been duly authorized by all necessary action on the part of XxxxxxxxXxxxxxx, except for and subject to the Xxxxxxxx Shareholder Xxxxxxx Stockholder Approvals and the Xxxxxxxx Xxxxxxx Partner Approvals with respect to the consummation of the Mergers onlyApprovals. This Agreement has been duly executed and delivered by Xxxxxxxx and, subject to the Xxxxxxxx Shareholder Approvals with respect to the consummation of the Merger only Xxxxxxx and assuming this Agreement constitutes the valid and binding agreement of Xxxx-Xxxx, constitutes a valid and binding obligation of XxxxxxxxXxxxxxx, enforceable against Xxxxxxxx Xxxxxxx in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' ’ rights and general principles of equity.

Authority; Noncontravention; Consents. (a) Xxxxxxxx Xxxx-Xxxx has the requisite trust corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger and any other related matters (the "Xxxx-Xxxx Shareholder Approvals" and, together with the Xxxxxxxx Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which Xxxxxxxx Xxxx-Xxxx is a party. The execution and delivery of this Agreement by Xxxxxxxx Xxxx-Xxxx and the consummation by Xxxxxxxx Xxxx-Xxxx of the transactions contemplated by this Agreement to which Xxxxxxxx Xxxx-Xxxx is a party have been duly authorized by all necessary action on the part of XxxxxxxxXxxx-Xxxx, except for and subject to the Xxxxxxxx Xxxx-Xxxx Shareholder Approvals and the Xxxxxxxx Xxxx-Xxxx Partner Approvals with respect to the consummation of the Mergers only. This Agreement has been duly executed and delivered by Xxxxxxxx andMack-Cali, subject to the Xxxxxxxx Mack-Cali Shareholder Approvals with respect to the consummation of the Merger only and assuming this Agreement constitutes the valid and binding agreement of Xxxx-XxxxPrentiss, constitutes a valid and binding obligation of XxxxxxxxMack-Cali, enforceable against Xxxxxxxx Mack-Cali in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authority; Noncontravention; Consents. (a) Xxxxxxxx Xxxx-Xxxx has the requisite trust corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger and any other related matters (the "Xxxx-Xxxx Shareholder Approvals" and, together with the Xxxxxxxx Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which Xxxxxxxx Xxxx-Xxxx is a party. The execution and delivery of this Agreement by Xxxxxxxx Xxxx-Xxxx and the consummation by Xxxxxxxx Xxxx-Xxxx of the transactions contemplated by this Agreement to which Xxxxxxxx Xxxx-Xxxx is a party have been duly authorized by all necessary action on the part of XxxxxxxxXxxx-Xxxx, except for and subject to the Xxxxxxxx Xxxx-Xxxx Shareholder Approvals and the Xxxxxxxx Xxxx-Xxxx Partner Approvals with respect to the consummation of the Mergers only. This Agreement has been duly executed and delivered by Xxxxxxxx andXxxx-Xxxx, subject to the Xxxxxxxx Xxxx-Xxxx Shareholder Approvals with respect to the consummation of the Merger only and assuming this Agreement constitutes the valid and binding agreement of Xxxx-XxxxXxxxxxxx, constitutes a valid and binding obligation of XxxxxxxxXxxx-Xxxx, enforceable against Xxxxxxxx Mack-Cali in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authority; Noncontravention; Consents. (a) Xxxxxxxx Xxxxx has the requisite trust corporate power and authority to enter into this Agreement and, subject to the requisite shareholder Xxxxx stockholder approval of the Merger and any other related matters (collectively, the "Xxxxxxxx Shareholder Xxxxx Stockholder Approvals") and the Xxxxx Partner Approvals (as defined herein), to consummate the transactions contemplated by this Agreement to which Xxxxxxxx Xxxxx is a party. The execution and delivery of this Agreement by Xxxxxxxx Xxxxx and the consummation by Xxxxxxxx Xxxxx of the transactions contemplated by this Agreement to which Xxxxxxxx Xxxxx is a party have been duly authorized by all necessary action on the part of XxxxxxxxXxxxx, except for and subject to the Xxxxxxxx Shareholder Xxxxx Stockholder Approvals and the Xxxxxxxx Xxxxx Partner Approvals with respect to the consummation of the Mergers onlyApprovals. This Agreement has been duly executed and delivered by Xxxxxxxx and, subject to the Xxxxxxxx Shareholder Approvals with respect to the consummation of the Merger only Xxxxx and assuming this Agreement constitutes the valid and binding agreement of Xxxx-Xxxx, constitutes a valid and binding obligation of XxxxxxxxXxxxx, enforceable against Xxxxxxxx Xxxxx in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of equity.