Common use of Authority of Purchaser Clause in Contracts

Authority of Purchaser. Purchaser is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all necessary limited liability company power and authority to enter into this Purchase Agreement and each other agreement or instrument of Purchaser expressly required by this Purchase Agreement to be executed by it (collectively, the “Purchaser’s Agreements”), to consummate the transactions contemplated hereby without the consent of or notice to any third party, other than consents and notices obtained or given, and to comply with the terms, conditions and provisions hereof and thereof. All requisite limited liability company action has been taken to authorize the execution, delivery and performance by the Purchaser of this Purchase Agreement and the transactions contemplated herein and no other limited liability company proceedings on the part of the Purchaser are necessary to authorize the execution and delivery of this Purchase Agreement and the consummation of the transactions contemplated herein. This Purchase Agreement has been duly authorized, executed and delivered by Purchaser and is, and each of the Purchaser’s Agreements, when executed and delivered by Purchaser, will be, the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its respective terms. Neither the execution and delivery of this Purchase Agreement and the Purchaser’s Agreements nor the consummation of the transactions contemplated by it will (i) conflict with or result in any violation of or constitute a default under any term of the charter or operating agreement of Purchaser, (ii) violate any agreement, mortgage, debt instrument, indenture or other instrument, judgment, decree, order, award, law or regulation applicable to Purchaser or any of its respective assets or properties, or (iii) require the consent, approval, permission or other authorization of or by or filing or qualification with any court, arbitrator or governmental, administrative or self-regulatory authority which has not been obtained which would adversely effect its ability to perform its agreements hereunder or (iv) result in the cancellation, modification, revocation or suspension of any material license, certificate or permit or authorization held by the Purchaser.

Authority of Purchaser. The Purchaser: (i) if a natural person, represents that the Purchaser is has reached the age of 21 and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and this Subscription Agreement constitutes a legal, valid and binding obligation of the Purchaser; (ii) if a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purposes of subscribing for and acquiring the Units, such entity is duly organized, validly existing and in good standing under the laws of the State state of Delaware. Purchaser its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has all necessary limited liability company full power and authority to enter into execute and deliver this Purchase Subscription Agreement and each all other agreement related agreements or instrument of Purchaser expressly required by this Purchase Agreement to be executed by it (collectively, the “Purchaser’s Agreements”), to consummate the transactions contemplated hereby without the consent of or notice to any third party, other than consents and notices obtained or given, certificates and to comply with carry out the terms, conditions and provisions hereof and thereof. All requisite limited liability company action has been taken thereof and to authorize purchase and hold the executionUnits, delivery and performance by the Purchaser of this Purchase Agreement and the transactions contemplated herein and no other limited liability company proceedings on Securities underlying the part of the Purchaser are necessary to authorize Units, the execution and delivery of this Purchase Subscription Agreement and the consummation of the transactions contemplated herein. This Purchase have been duly authorized by all necessary actions, this Subscription Agreement has been duly authorized, executed and delivered by Purchaser on behalf of such entity and is, and each of the Purchaser’s Agreements, when executed and delivered by Purchaser, will be, the is a legal, valid and binding agreement obligation of Purchasersuch entity; and (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, enforceable against represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement and such individual, xxxx, partnership, trust, estate, corporation, limited liability company or partnership, or other entity, has full right and power to perform pursuant to this Subscription Agreement and make an investment in accordance with its respective termsthe Company, and that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. Neither the The execution and delivery of this Purchase Subscription Agreement and the Purchaser’s Agreements nor the consummation purchase of the transactions contemplated by it Units will (i) not violate or be in conflict with or result in any violation of or constitute a default under any term of the charter or operating agreement of Purchaser, (ii) violate any agreement, mortgage, debt instrument, indenture or other instrumentorder, judgment, decreeinjunction, orderagreement or controlling document to which the Purchaser is a party or by which it is bound and is legally permitted by all laws and regulations to which the Purchaser is subject. All consents, awardapprovals, law authorizations of or regulation applicable designations, declarations or filings that are necessary to be obtained by the Purchaser in connection with the valid execution and delivery of this Subscription Agreement by the Purchaser or any the purchase of its respective assets or properties, or (iii) require the consent, approval, permission or other authorization of or Units by or filing or qualification with any court, arbitrator or governmental, administrative or self-regulatory authority which has not the Purchaser have been obtained which would adversely effect its ability to perform its agreements hereunder or (iv) result in the cancellation, modification, revocation or suspension of any material license, certificate or permit or authorization held by the Purchaserwill be obtained.

Authority of Purchaser. Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has , with all necessary limited liability company requisite corporate power and authority to enter into this Purchase Agreement and each other agreement or instrument of Purchaser expressly required by this Purchase Agreement to be executed by it (collectively, the “Purchaser’s Agreements”), to consummate carry out the transactions contemplated hereby without the consent of or notice to any third party, other than consents and notices obtained or given, and to comply with the terms, conditions and provisions hereof and thereofherein. All requisite limited liability company action has been taken to authorize the The execution, delivery and performance by the Purchaser of this Purchase Agreement by Purchaser has been duly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the transactions contemplated herein legal, valid and no other binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as may be limited liability company proceedings by: (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors' rights generally; or (b) legal and equitable limitations on the part availability of the Purchaser are necessary to authorize the specific remedies. The execution and delivery of this Purchase Agreement by Purchaser does not, and the consummation of the transactions contemplated herein. This Purchase Agreement has been duly authorized, executed hereby and delivered performance by Purchaser and isof its obligations hereunder will not violate or conflict with any provision of: (i) the charter, and each by-laws or other organizational documents of the Purchaser’s Agreements; (ii) any material agreement, when executed and delivered lease, instrument, mortgage, license or franchise to which Purchaser is a party or by which any of its properties is bound; or (iii) any Law applicable to Purchaser, will be, which violation or conflict would reasonably be expected to have a material adverse effect on the legal, valid and binding agreement financial condition of Purchaser, enforceable against Purchaser in accordance with its respective terms. Neither the The failure of any Person not a party hereto to authorize or approve Purchaser's execution and delivery or performance of this Purchase Agreement and or the Purchaser’s Agreements nor transactions contemplated hereby will not give any Person the right to enjoin, rescind or otherwise prevent or impede the consummation of the transactions contemplated hereby by it will (i) conflict Purchaser in accordance with the terms of this Agreement or result in any violation of or constitute a default under any term of the charter or operating agreement of Purchaserto obtain damages from, (ii) violate any agreement, mortgage, debt instrument, indenture or other instrument, judgment, decree, order, award, law or regulation applicable to Purchaser or any of its respective assets other judicial relief against, Seller or properties, or (iii) require the consent, approval, permission or other authorization of or by or filing or qualification with any court, arbitrator or governmental, administrative or self-regulatory authority which has not been obtained which would adversely effect its ability to perform its agreements hereunder or (iv) Purchaser as a result in the cancellation, modification, revocation or suspension of any material license, certificate or permit or authorization held by transactions carried out in accordance with the Purchaserprovisions of this Agreement.

Authority of Purchaser. Purchaser is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all necessary limited liability company the corporate power and authority to enter into this Purchase Agreement and each other agreement or instrument of Purchaser expressly required by this Purchase Agreement to be executed by it (collectively, the “Purchaser’s Agreements”), to consummate the transactions contemplated hereby without the consent of or notice hereby. Subject to any third partySection 8.9, other than consents and notices obtained or givenhereof, and to comply with the terms, conditions and provisions hereof and thereof. All requisite limited liability company action has been taken to authorize the execution, delivery and performance by the Purchaser of this Purchase Agreement and the transactions contemplated herein and no other limited liability company proceedings on the part of the Purchaser are necessary to authorize the execution and delivery of this Purchase Agreement hereof, and the consummation of the transactions contemplated hereinhereby, have been duly and validly authorized by all necessary corporate action on the part of Purchaser. This Purchase Agreement has been duly authorized, and validly executed and delivered by Purchaser and is, and each of the Purchaser’s Agreements, when executed and delivered by Purchaser, will be, the is a legal, valid and binding agreement obligation of Purchaser, Purchaser enforceable against Purchaser in accordance with its respective terms. Neither the execution execution, delivery and delivery of this Purchase Agreement and the Purchaser’s Agreements performance hereof, nor the consummation of the transactions contemplated hereby, nor compliance with any of the provisions hereof by it will Purchaser will: (i) conflict with or result in any violation a breach of or constitute a default violation under any term Purchaser's Articles of the charter Incorporation or operating agreement of Purchaser, By-Laws; (ii) result in any conflict with, breach of or default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage or indenture or any franchise, license, permit, agreement or other instrument or obligation to which Purchaser is a party or by which Purchaser or any of its properties or assets may be bound; (iii) violate any agreementorder, mortgagewrit, debt instrument, indenture or other instrument, judgmentinjunction, decree, orderlaw, awardstatute, law rule or regulation applicable to Purchaser or any of its respective assets properties or properties, or assets; (iiiiv) require the any consent, approval, permission authorization, license, permit, registration, filing, recording or waiver under any applicable law, rule or regulation, under any order, writ, judgment, injunction, decree, determination or award which affects or binds Purchaser, or under any governmental or judicial license, franchise, permit or approval held by Purchaser or which binds or affects Purchaser or its assets; or (v) require any consent, approval, authorization or waiver under the note, bond, mortgage, indenture, agreement or other authorization of instrument or obligation to which Purchaser is a party or by which Purchaser or filing any of its properties or qualification with any court, arbitrator or governmental, administrative or self-regulatory authority which has not been obtained which would adversely effect its ability to perform its agreements hereunder or (iv) result in the cancellation, modification, revocation or suspension of any material license, certificate or permit or authorization held by the Purchaserassets may be bound.