Common use of Authorization; Execution and Validity Clause in Contracts

Authorization; Execution and Validity. Such Holder has all requisite limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Holder, the performance by such Holder of its obligations hereunder and the consummation by such Holder of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary limited partnership or limited liability company action, as applicable, on the part of such Holder. This Agreement has been duly and validly executed and delivered by such Holder and constitutes a valid and binding obligation of such Holder, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Execution and Validity. Such With respect to each Holder that is not a natural person, such Holder has all requisite corporate, limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Holder, the performance by such Holder of its obligations hereunder and the consummation by such Holder of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all necessary corporate, limited partnership or limited liability company action, as applicable, on the part of such Holder. This Agreement has been duly and validly executed and delivered by such Holder and Holders who are natural persons and, in each case, constitutes a valid and binding obligation of such the Holder, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.