Common use of Authorization and Binding Effect of Documents Clause in Contracts

Authorization and Binding Effect of Documents. (a) Transferee (and any applicable Affiliate) has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which Transferee is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Transferee and the consummation by Transferee of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Transferee and Transferee’s equity holders and/or board of directors or managers. This Agreement has been, and each of the other Documents to which Transferee is to be a party will be, duly executed and delivered by Transferee at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Transferee is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Transferee enforceable against Transferee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Authorization and Binding Effect of Documents. (a) Transferee (and any applicable Affiliate) Transferor has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which Transferee it is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents, subject to receipt of the MetLife Consent. The execution and delivery of this Agreement by Transferee Transferor and the consummation by Transferee Transferor of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Transferee Transferor and TransfereeTransferor’s equity holders and/or board limited partners, subject to delivery of directors or managersthe MetLife Consent. This Agreement has been, and each of the other Documents to which Transferee Transferor is to be a party will be, duly executed and delivered by Transferee Transferor at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Transferee Transferor is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Transferee Transferor enforceable against Transferee Transferor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Authorization and Binding Effect of Documents. (a) Transferee (and any applicable Affiliate) Purchaser has all requisite power and authority to enter into this Agreement and, at Closing, and shall have all requisite power and authority to enter into the other Documents to which Transferee Purchaser is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Transferee Purchaser and the consummation by Transferee Purchaser of the transactions contemplated hereby, on the terms and subject to the conditions herein, have has been duly authorized by all necessary action on the part of Transferee Purchaser and TransfereePurchaser’s equity holders and/or board of directors or managers. This Agreement has been, and each of the other Documents to which Transferee Purchaser is to be a party will be, duly executed and delivered by Transferee Purchaser at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Transferee Purchaser is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Transferee Purchaser enforceable against Transferee Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Authorization and Binding Effect of Documents. (a) Transferee (and any applicable Affiliate) has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which Transferee is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Transferee and the consummation by Transferee of the transactions contemplated hereby, on the terms and subject to the conditions hereinherein shall be, have been on or before the expiration of the Due Diligence Period, duly authorized by all necessary action on the part of Transferee and Transferee’s equity holders and/or board of directors or managersdirectors. This Agreement has been, and each of the other Documents to which Transferee is to be a party will be, duly executed and delivered by Transferee at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Transferee is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Transferee enforceable against Transferee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Authorization and Binding Effect of Documents. (a) Transferee New Investor (and any applicable Affiliate) has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which Transferee New Investor is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Transferee New Investor and the consummation by Transferee New Investor of the transactions contemplated hereby, on the terms and subject to the conditions hereinherein shall be, have been on or before the expiration of the Due Diligence Period, duly authorized by all necessary action on the part of Transferee New Investor and TransfereeNew Investor’s equity holders and/or board of directors or managersdirectors. This Agreement has been, and each of the other Documents to which Transferee New Investor is to be a party will be, duly executed and delivered by Transferee New Investor at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Transferee New Investor is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Transferee New Investor enforceable against Transferee New Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Authorization and Binding Effect of Documents. (a) Transferee (and any applicable Affiliate) Seller has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which Transferee it is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Transferee Seller and the consummation by Transferee Seller of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Transferee Seller and TransfereeSeller’s equity holders and/or board of directors and/or appropriate body or managerspersons so responsible . This Agreement has been, and each of the other Documents to which Transferee Seller is to be a party will be, duly executed and delivered by Transferee Seller at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Transferee Seller is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Transferee Seller enforceable against Transferee Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Authorization and Binding Effect of Documents. (a) Transferee (and any applicable Affiliate) Transferor has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which Transferee it is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents, subject to receipt of the MetLife Consent. The execution and delivery of this Agreement by Transferee Transferor and the consummation by Transferee Transferor of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Transferee Transferor and TransfereeTransferor’s equity holders and/or board limited partners, subject to receipt of directors or managersthe MetLife Consent. This Agreement has been, and each of the other Documents to which Transferee Transferor is to be a party will be, duly executed and delivered by Transferee Transferor at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Transferee Transferor is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Transferee Transferor enforceable against Transferee Transferor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Authorization and Binding Effect of Documents. (a) Transferee (and any applicable Affiliate) Purchaser has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which Transferee Purchaser is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Transferee Purchaser and the consummation by Transferee Purchaser of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Transferee Purchaser and TransfereePurchaser’s equity holders limited partners and/or the board of directors or managersof its general partner. This Agreement has been, and each of the other Documents to which Transferee Purchaser is to be a party will be, duly executed and delivered by Transferee Purchaser at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Transferee Purchaser is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Transferee Purchaser enforceable against Transferee Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Authorization and Binding Effect of Documents. (a) Transferee Transferor (and any applicable Affiliate) has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which Transferee it is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Transferee Transferor and the consummation by Transferee Transferor and the Facility Owners of the transactions contemplated hereby, on the terms and subject to the conditions herein, herein have been duly authorized by all necessary action on the part of Transferee Transferor and TransfereeTransferor’s equity holders and/or and Facility Owners’ respective shareholders, members and board of directors or managers(the “Transferor Board Consent”). This Agreement has been, and each of the other Documents to which Transferee Transferor or a Facility Owner is to be a party will be, duly executed and delivered by Transferee Transferor or the applicable Facility Owner at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Transferee Transferor is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Transferee Transferor and the Facility Owners enforceable against Transferee Transferor and the Facility Owners in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Authorization and Binding Effect of Documents. (a) Transferee (and any applicable Affiliate) has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which Transferee is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Transferee and the consummation by Transferee of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been herein shall be duly authorized by all necessary action on the part of Transferee and Transferee’s equity holders and/or board of directors with respect to each pool of Facilities on or managersbefore the expiration of the Due Diligence Period applicable to each pool of Facilities,. This Agreement has been, and each of the other Documents to which Transferee is to be a party will be, duly executed and delivered by Transferee at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Transferee is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Transferee enforceable against Transferee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.