Common use of Authority; Valid Issuance Clause in Contracts

Authority; Valid Issuance. (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required; and (c) this Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. When issued against payment of the Purchase Price, the Shares, shall be duly and validly issued, fully paid, and non-assessable, and the Warrant will be duly executed and delivered by the Company and constitute a valid and binding obligation of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. When issued and paid for as herein provided in the Warrant, the Warrant Shares shall be duly and validly issued, fully paid, and non-assessable. Neither the sale of the Securities pursuant to, nor the Company's performance of its obligations under, this Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities or any of the assets of the Company. The Securities shall not subject the undersigned to personal liability by reason of the ownership thereof.

Authority; Valid Issuance. (a) The Company Each Buyer Party has the requisite corporate power and authority to enter into execute and deliver each of the Transaction Documents to which it is, or will be, a party, and to perform its obligations under this Agreement; (b) hereunder and thereunder and to consummate the execution Contemplated Transactions. Each Buyer Party has duly executed and delivery of delivered this Agreement and at the Closing will deliver all of the other Transaction Documents to which it will be a party. The execution, delivery and performance by each Buyer Party of each of the Company Transaction Documents to which it is, or will be, a party, and the consummation by it of the transactions contemplated hereby and thereby Contemplated Transactions, have been duly and validly authorized by all necessary corporate action such Buyer Party, and no further consent other proceedings on the part of either Buyer Party are necessary to authorize the Transaction Documents to which it is, or authorization of will be, a party or to consummate the Company or its Board of Directors or stockholders Contemplated Transactions. This Agreement constitutes, and the Ancillary Agreements to which each Buyer Party is required; and (c) this Agreement has been duly a party when fully executed and delivered by such Buyer Party and all other parties thereto will constitute, the Company and constitutes a legal, valid and binding obligation of the Company such Buyer Party, enforceable against the Company such Buyer Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. When issued against payment of the Purchase Price, the Shares, shall be duly and validly issued, fully paid, and non-assessable, and the Warrant will be duly executed and delivered by the Company and constitute a valid and binding obligation of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcythe Enforceability Exceptions. (b) The issuance of the Parent Common Units comprising the Equity Consideration has been duly authorized in accordance with the Organizational Documents of Parent. The Parent Common Units comprising the Equity Consideration, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. When when issued and paid for as herein provided delivered to Seller in accordance with the Warrantterms of this Agreement, the Warrant Shares shall will be duly and validly issued, fully paid, paid (to the extent required under the Parent Partnership Agreement) and non-assessable. Neither assessable (except to the sale extent non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Securities pursuant toDRULPA), nor the Company's performance and free and clear of its obligations underall Encumbrances, this Agreement shall except for (i) result restrictions on transfer arising under applicable securities Laws and the Parent Partnership Agreement and this Agreement and (ii) the applicable terms and conditions of the Organizational Documents of Parent. Upon issuance and delivery of the Parent Common Units comprising the Equity Consideration, Seller will be duly admitted as an additional Limited Partner (as defined in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities or any of the assets of the Company. The Securities shall not subject the undersigned to personal liability by reason of the ownership thereofParent Partnership Agreement).

Authority; Valid Issuance. (a) The Each of the Company Parties has the all requisite corporate limited liability company or limited partnership power and authority to enter into execute and deliver this Agreement and each of the other Transaction Documents and to perform its obligations under hereunder and thereunder. The Company has all requisite limited liability company power and authority to issue, sell and deliver the Series B Units, in accordance with and upon the terms and conditions set forth in this Agreement; (b) , and the Partnership has all requisite limited partnership power and authority to issue the Common Units, in accordance with and upon the terms and conditions set forth in this Agreement. The execution and delivery by each of the Company Parties of this Agreement by and each of the Company Transaction Documents to which it is a party, and the consummation by it of the transactions contemplated hereby herein and thereby therein, have been duly authorized by all necessary corporate action and no further consent limited liability company or authorization limited partnership actions of the such Company or its Board of Directors or stockholders is required; and (c) this Party. This Agreement has been (and each of the other Transaction Documents will be at the Initial Closing) duly executed and delivered by the applicable Company Parties and constitutes (and each of the other Transaction Documents will constitute at the Initial Closing) a valid and legally binding obligation of the applicable Company Party, enforceable against the applicable Company Party in accordance with its respective terms, ; except as such that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws relating to, or affecting generally the enforcement of, of creditors' ’ rights and remedies generally or by other equitable principles of general application(whether considered in a proceeding at law or in equity) relating to enforceability (collectively, the “Enforceability Exceptions”). When The Series B Units to be issued and sold by the Company in the Initial Purchase and the limited liability company interests represented thereby have been duly authorized in accordance with the Company Agreement and, when issued and delivered to the Investors against payment of therefor in accordance with the Purchase Priceterms hereof, the Shares, shall will be duly and validly issued, fully paid, paid (to the extent required under the Company Agreement) and nonnonassessable (except as such nonassessability may be affected by matters described in 18-assessable, 607 and 18-804 of the Delaware LLC Act). The Common Units to be issued and sold by the Partnership and the Warrant will be limited partner interests represented thereby have been duly executed and delivered by the Company and constitute a valid and binding obligation of the Company enforceable against the Company authorized in accordance with their termsthe Partnership Agreement and, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. When when issued and paid for as herein provided delivered to the Investors against payment therefor in accordance with the Warrantterms hereof, the Warrant Shares shall will be duly and validly issued, fully paidpaid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and non17-assessable. Neither the sale 804 of the Securities pursuant to, nor the Company's performance of its obligations under, this Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities or any of the assets of the Company. The Securities shall not subject the undersigned to personal liability by reason of the ownership thereofDelaware LP Act).