Common use of Authorization and Effect Clause in Contracts

Authorization and Effect. Each Company has full corporate or limited partnership power and authority to enter into and perform its obligations under this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by each applicable Company of this Agreement and the Transaction Documents to which such Company is a party and the consummation by such Company of the transactions contemplated hereunder and thereunder have been duly authorized by all requisite corporate or limited partnership action on the part of such Company and no other corporate or limited partnership proceedings on the part of such Company is necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions. This Agreement has been duly executed and delivered by each Company, and (assuming due authorization, execution and delivery by each other Party) this Agreement constitutes a legal, valid and binding obligation of such Company enforceable against such Company in accordance with its terms; subject to bankruptcy, insolvency, reorganization, moratorium and similar Applicable Laws of general application relating to or affecting creditors’ rights and to general equity principles. When each Transaction Document to which such Company is or will be a party has been duly executed and delivered by such Company (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of such Company enforceable against it in accordance with its terms; subject to bankruptcy, insolvency, reorganization, moratorium and similar Applicable Laws of general application relating to or affecting creditors’ rights and to general equity principles. Without limiting the generality of the foregoing, CFC IPA has the unrestricted power and authority to sell, assign, transfer, convey and deliver the Acquired Assets to PC Buyer.

Authorization and Effect. Each Company (a) This Agreement has full corporate or limited partnership power been, and authority to enter into and perform its obligations under this the Stockholders Agreement, the Blair Option Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereunder and thereunder. The executionSeller Registration Rights Agreement wi▇▇ ▇▇, delivery and performance by each applicable Company of this Agreement and the Transaction Documents to which such Company is a party and the consummation by such Company of the transactions contemplated hereunder and thereunder have been duly authorized by all requisite corporate or limited partnership action on the part of such Company and no other corporate or limited partnership proceedings on the part of such Company is necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions. This Agreement has been duly executed and delivered by each Companythe Seller and, and (assuming the due authorization, execution and delivery of this Agreement, the Stockholders Agreement, the Blair Option Agreement and the Seller Registration Rights Agreement by each ▇▇▇ other Party) parties hereto and thereto, this Agreement constitutes a legalconstitutes, and the Stockholders Agreement, the Blair Option Agreement and the Seller Registration Rights Agreement wi▇▇ ▇▇nstitute, the valid and binding obligation obligations of such Company the Seller, enforceable against such Company the Seller in accordance with its their respective terms; subject to , except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and similar Applicable Laws subject to general principles of general application relating equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) UP&UP has the requisite corporate power to or affecting creditors’ rights execute and to general equity principlesdeliver the Stockholders Agreement, the Registration Rights Agreement and the Seller Registration Rights Agreement and to perform the transactions contemplated thereby to be performed by it. When each Transaction Document The execution and delivery by UP&UP of the Stockholders Agreement, the Registration Rights Agreement and the Seller Registration Rights Agreement and the performance by it of the transactions contemplated thereby to which such Company is or be performed by it have been duly authorized by all necessary corporate action. The Stockholders Agreement, the Registration Rights Agreement and the Seller Registration Rights Agreement will be a party has been duly executed and delivered by such Company (duly authorized officers of UP&UP and, assuming the due authorization, execution and delivery thereof by each other party thereto)the Purchaser and the Seller, such Transaction Document as applicable, will constitute a legal the valid and binding obligation obligations of such Company UP&UP, enforceable against it in accordance with its their respective terms; subject to , except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and similar Applicable Laws of general application relating to or affecting creditors’ rights and subject to general principles of equity principles. Without limiting the generality (regardless of the foregoing, CFC IPA has the unrestricted power and authority to sell, assign, transfer, convey and deliver the Acquired Assets to PC Buyerwhether such enforceability is considered in a proceeding in equity or at law).

Authorization and Effect. Each Company The Purchaser has full corporate or limited the requisite partnership power to execute and authority to enter into and perform its obligations under deliver this Agreement, the Stockholders Agreement, the Blair Option Agreement, the Re▇▇▇▇▇ation Rights Agreement and the Transaction Documents to which it is a party Seller Registration Rights Agreement and to consummate the transactions contemplated hereunder hereby and thereunderthereby to be consummated by it. The execution, execution and delivery and performance by each applicable Company the Purchaser of this Agreement, the Stockholders Agreement, the Blair Option Agreement, the Registration Rights Agreement and the Transaction Documents to which such Company is a party Sell▇▇ ▇▇gistration Rights Agreement and the consummation by such Company it of the transactions contemplated hereunder hereby and thereunder thereby to be consummated by it have been duly authorized by all requisite corporate or limited partnership necessary exempt company action on the part of such Company and no other corporate or limited partnership proceedings on the part ultimate general partner of such Company is necessary to authorize the execution, delivery and performance of this Agreement or to consummate the TransactionsPurchaser. This Agreement has been been, and the Stockholders Agreement, the Blair Option Agreement, the Registration Rights Agreement and the Sell▇▇ ▇▇gistration Rights Agreement will be, duly executed and delivered by each Companythe Purchaser and, and (assuming the due authorization, execution and delivery of this Agreement, the Stockholders Agreement, the Blair Option Agreement, the Registration Rights Agreement and the Sell▇▇ ▇▇gistration Rights Agreement by each the other Party) parties hereto and thereto, this Agreement constitutes a legalconstitutes, and the Stockholders Agreement, the Blair Option Agreement, the Registration Rights Agreement and the Sell▇▇ ▇▇gistration Rights Agreement will constitute, the valid and binding obligation obligations of such Company the Purchaser enforceable against such Company the Purchaser in accordance with its their respective terms; subject to , except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and similar Applicable Laws of general application relating to or affecting creditors’ rights and subject to general principles of equity principles. When each Transaction Document to which (regardless of whether such Company enforceability is considered in a proceeding in equity or will be a party has been duly executed and delivered by such Company (assuming due authorization, execution and delivery by each other party theretoat law), such Transaction Document will constitute a legal and binding obligation of such Company enforceable against it in accordance with its terms; subject to bankruptcy, insolvency, reorganization, moratorium and similar Applicable Laws of general application relating to or affecting creditors’ rights and to general equity principles. Without limiting the generality of the foregoing, CFC IPA has the unrestricted power and authority to sell, assign, transfer, convey and deliver the Acquired Assets to PC Buyer.