Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) Each of Parent and Buyer Operating Partnership has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which it is a party. The execution and delivery of this Agreement by Parent and Buyer Operating Partnership and the consummation by Parent and Buyer Operating Partnership of the transactions contemplated by this Agreement to which Parent and/or Buyer Operating Partnership is a party have been duly authorized by all necessary partnership action on the part of Parent and Buyer Operating Partnership (including, without limitation, the issuance of the Class A Preferred Units and the Class B Units in the Partnership Merger). This Agreement has been duly executed and delivered by Parent and Buyer Operating Partnership and constitutes a valid and binding obligation of each of Parent and Buyer Operating Partnership, enforceable against each of Parent and Buyer Operating Partnership in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors' rights and general principles of equity.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Blackstone Real Estate Acquisitions Iii LLC), Agreement and Plan of Merger (Berkshire Companies Limited Partnership)

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Authority; Noncontravention; Consents. (a) Each of Parent Parent, Sub and Buyer Operating Partnership LLC has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which it is a party. The execution and delivery of this Agreement by Parent Parent, Sub and Buyer Operating Partnership LLC and the consummation by Parent Parent, Sub and Buyer Operating Partnership LLC of the transactions contemplated by this Agreement to which Parent Parent, Sub and/or Buyer Operating Partnership LLC is a party have been duly authorized by all necessary partnership action on the part of Parent Parent, Sub and Buyer Operating Partnership LLC (including, without limitation, the issuance of the Class A Preferred Units and the Class B Units in the Partnership Merger). This Agreement has been duly executed and delivered by Parent Parent, Sub and Buyer Operating Partnership and constitutes a valid and binding obligation of each of Parent and Buyer Operating PartnershipLLC, enforceable against each of Parent and Buyer Operating Partnership them in accordance with and subject to its their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors' rights and general principles of equity.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alter Robert A), Agreement and Plan of Merger (Westbrook Real Estate Partners LLC)

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Authority; Noncontravention; Consents. (a) Each of Parent and Buyer Operating Partnership has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which it is a party. The execution and delivery of this Agreement by Parent and Buyer Operating Partnership and the consummation by Parent and Buyer Operating Partnership of the transactions contemplated by this Agreement to which Parent and/or Buyer Operating Partnership is a party have been duly authorized by all necessary partnership action on the part of Parent and Buyer Operating Partnership (including, without limitation, the issuance of the Class A Preferred Units and the Class B Units in the Partnership Merger). This Agreement has been duly executed and delivered by Parent and Buyer Operating Partnership and constitutes a valid and binding obligation of each of Parent and Buyer Operating Partnership, enforceable against each of Parent and Buyer Operating Partnership in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors' rights and general principles of equity.applicable

Appears in 1 contract

Samples: Agreement and Plan of Merger (Goldman Sachs Group Lp)

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