Common use of Authorization; Execution Clause in Contracts

Authorization; Execution. All limited liability company and other actions required to be taken by Seller and the Company to authorize the execution, delivery and performance of this Agreement, all agreements to be executed and delivered by Seller and/or the Company pursuant to this Agreement, all documents executed by Seller and the Company which are necessary to give effect to this Agreement, and all transactions contemplated hereby have been duly and properly taken or obtained by Seller and the Company. No other limited liability company or other action on the part of Seller or the Company is necessary to authorize the execution, delivery and performance of this Agreement, all agreements to be executed and delivered by Seller and/or the Company pursuant to this Agreement, all documents necessary to give effect to this Agreement and all transactions contemplated herein. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Seller and the Company and, assuming due and valid execution by, and enforceability against, Purchaser, this Agreement and all documents delivered hereunder constitute valid and binding obligations of Seller and the Company, as applicable, enforceable in accordance with their respective terms subject to (a) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (b) limitations on the enforcement of equitable remedies.

Authorization; Execution. All corporate, limited liability company partnership and other actions required to be taken by Seller and the Company Partnership to authorize the execution, delivery and performance of this Agreement, all agreements to be executed and delivered by Seller and/or the Company Partnership pursuant to this Agreement, all documents executed by Seller and the Company Partnership which are necessary to give effect to this Agreement, and all transactions contemplated hereby have been duly and properly taken or obtained by Seller and the CompanyPartnership. No other corporate, limited liability company partnership or other action on the part of Seller or the Company Partnership is necessary to authorize the execution, delivery and performance of this Agreement, all agreements to be executed and delivered by Seller and/or the Company Partnership pursuant to this Agreement, all documents necessary to give effect to this Agreement and all transactions contemplated herein. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Seller and the Company Partnership and, assuming due and valid execution by, and enforceability against, Purchaser, this Agreement and all documents delivered hereunder constitute valid and binding obligations of Seller and the CompanyPartnership, as applicable, enforceable in accordance with their respective terms subject to (a) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (b) limitations on the enforcement of equitable remedies.

Authorization; Execution. All corporate, limited liability company and other actions required to be taken by Seller Shareholder and the Company to authorize the execution, delivery and performance of this Agreement, all agreements to be executed and delivered by Seller Shareholder and/or the Company pursuant to this Agreement, all documents executed by Seller Shareholder and the Company which are necessary to give effect to this Agreement, and all transactions contemplated hereby have been duly and properly taken or obtained by Seller Shareholder and the Company. No other corporate, limited liability company or other action on the part of Seller Shareholder or the Company is necessary to authorize the execution, delivery and performance of this Agreement, all agreements to be executed and delivered by Seller Shareholder and/or the Company pursuant to this Agreement, all documents necessary to give effect to this Agreement and all transactions contemplated herein. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Seller Shareholder and the Company and, assuming due and valid execution by, and enforceability against, Purchaser, this Agreement and all documents delivered hereunder constitute valid and binding obligations of Seller Shareholder and the Company, as applicable, enforceable in accordance with their respective terms subject to (a) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (b) limitations on the enforcement of equitable remedies.