Authorization; Conflicts; Consents Sample Clauses
Authorization; Conflicts; Consents. The Purchaser has full power and authority to enter into this Agreement and each other Agreement to which it is a party. The execution, delivery and performance by the Purchaser of each of the Agreements to which it is a party have been duly and validly authorized by all requisite action on the part of the Purchaser. The Agreements to which it is a party, when executed and delivered by the Purchaser, shall constitute valid and legally binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' rights generally, and by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (ii) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws. The execution, delivery and performance of the Agreements and the consummation by the Purchaser of the transactions contemplated hereby or thereby will not (A) result in any violation or default of (i) the Certificate of Incorporation or Bylaws of the Purchaser, (ii) any instrument, judgment, order, writ or decree to which the Purchaser is a party or by which it is bound, (iii) any provision of federal or state statute, rule or regulation applicable to the Purchaser, or (iv) any provisions of any contract or agreement to which the Purchaser is a party or by which it is bound, (B) be in conflict with or constitute, with or without the passage of time and giving of notice, a default under any such instrument, judgment, order, writ, decree or contract or (C) result in the creation of any lien, charge or encumbrance upon any assets of the Purchaser. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Purchaser is required in connection with the execution, delivery and performance of each Agreement by the Company or the consummation of the transactions contemplated by this Agreement.
Authorization; Conflicts; Consents. (i) Common Member is a limited partnership, duly organized or formed, validly existing and in good standing under the laws of the State of Delaware, and Common Member has the power and authority to execute and deliver, and to perform its obligations under, this Agreement and Common Member’s Closing Documents and to consummate the Transactions. Upon the execution and delivery of this Agreement by Common Member, this Agreement will constitute the legal, valid, and binding obligation of Common Member, enforceable against such party in accordance with its terms, subject to equitable principles (whether applied in a proceeding at law or in equity) and principles governing creditors’ rights generally, including bankruptcy, insolvency, reorganization, moratorium or other laws.
(ii) The Company is a limited liability company, duly organized or formed, validly existing and in good standing under the laws of the State of Delaware, and the Company has the power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Closing Documents to which it is a party, and to consummate the Transactions. Upon the execution and delivery of this Agreement by the Company, this Agreement will constitute the legal, valid, and binding obligation of the Company, enforceable against such party in accordance with its terms, subject to equitable principles (whether applied in a proceeding at law or in equity) and principles governing creditors’ rights generally, including bankruptcy, insolvency, reorganization, moratorium or other laws.
(iii) Each Company Subsidiary is a limited liability company duly organized or formed, validly existing and in good standing under the laws of the its state of formation. Each Property Owner is qualified to do business and in good standing under the laws of the state in which the Property that it owns, directly or indirectly, is located.
(iv) The execution, delivery and performance of this Agreement, the other Common Member’s Closing Documents, and the consummation of the Transactions by Common Member, the Company and the applicable Company Subsidiaries does not and will not (A) result in the violation of any Applicable Law, any provision of the Organizational Documents or any provision of the organizational documents of Common Member or the Company or Broad Street, (B) conflict with any order of any court or governmental instrumentality binding on Common Member or any Company Entity or Broad Street, or (C) confli...