Common use of Organization; Authorization; Enforceability Clause in Contracts

Organization; Authorization; Enforceability. Buyer is duly incorporated, validly existing and in good standing under the Laws of Delaware. Buyer has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance by Buyer of this Agreement and each Ancillary Agreement to which it is or will be a party, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly and validly authorized and no other actions or proceedings on the part of Buyer are necessary to authorize this Agreement, any Ancillary Agreement to which Buyer is or will be a party and the transactions contemplated hereby and thereby. ▇▇▇▇▇ has duly and validly executed and delivered this Agreement and has duly and validly executed and delivered (or prior to or at the Closing will duly and validly execute and deliver) each Ancillary Agreement to which Buyer is or will be a party. Assuming due authorization (with respect to all parties requiring such authorization), execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is or will be a party by the other applicable parties hereto and thereto, this Agreement constitutes a legal, valid and binding obligation of Buyer and each Ancillary Agreement to which Buyer is or will be a party constitutes (or, upon execution and delivery by Buyer, will constitute) a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable Enforceability Exceptions.

Organization; Authorization; Enforceability. Buyer Such Person that is a legal entity is duly incorporatedorganized, validly existing and in good standing under the Laws laws of Delaware. Buyer the jurisdiction of its organization and has all requisite power and authority to enter into this Agreement own its properties and assets and to carry on its business as it is now being conducted except where the failure to have such power or authority could not, singularly or in the aggregate, be reasonably expected to have a material adverse effect on the assets, liabilities, business, condition (financial or otherwise), results of operating or prospects of such Person. Such Person has the power to execute, deliver and perform its obligations under each Ancillary Agreement of the Transaction Documents to which it is or will be a party and has taken all necessary action to consummate the transactions contemplated hereby and thereby, and authorize the execution, delivery and performance by Buyer it of this Agreement such Transaction Documents and each Ancillary Agreement to which it is or will be a party, and the consummation by Buyer of consummate the transactions contemplated hereby and thereby, have been duly and validly authorized and no . No other actions or proceedings on the part of Buyer such Person are necessary to authorize this Agreementfor such authorization, any Ancillary Agreement to which Buyer is or will be a party execution, delivery and the transactions contemplated hereby and therebyconsummation. ▇▇▇▇▇ Such Person has duly and validly executed and delivered this Agreement and has and, on the Closing Date, such Person will have duly and validly executed and delivered (each of the other Transaction Documents to be executed and delivered by it on or prior to or at the Closing will duly Date. This Agreement constitutes, and validly execute and deliver) each Ancillary Agreement of the other Transaction Documents to which Buyer such Person is or will be a party. Assuming due authorization (with respect to all parties requiring , when executed and delivered by such authorization)Person, execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is or will be a party by the other applicable parties hereto and theretoconstitute, this Agreement constitutes a legal, valid and binding obligation of Buyer and each Ancillary Agreement to which Buyer is or will be a party constitutes (or, upon execution and delivery by Buyer, will constitute) a legal, valid and binding obligation of Buyersuch Person, enforceable against Buyer such Person in accordance with its termsterms , except as such enforceability may be limited by applicable Enforceability Exceptionsbankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) and except to the extent that the indemnification or contribution provisions contained in any such Transaction Document may be unenforceable.

Organization; Authorization; Enforceability. Buyer Such Person that is a legal entity is duly incorporatedorganized, validly existing and in good standing under the Laws laws of Delaware. Buyer the jurisdiction of its organization and has all requisite power and authority to enter into this Agreement own its properties and assets and to carry on its business as it is now being conducted except where the failure to have such power or authority could not, singularly or in the aggregate, be reasonably expected to have a material adverse effect on the assets, liabilities, business, condition (financial or otherwise), results of operating or prospects of such Person. Such Person has the power to execute, deliver and perform its obligations under each Ancillary Agreement of the Transaction Documents to which it is or will be a party and has taken all necessary action to consummate the transactions contemplated hereby and thereby, and authorize the execution, delivery and performance by Buyer it of this Agreement such Transaction Documents and each Ancillary Agreement to which it is or will be a party, and the consummation by Buyer of consummate the transactions contemplated hereby and thereby, have been duly and validly authorized and no . No other actions or proceedings on the part of Buyer such Person are necessary to authorize this Agreementfor such authorization, any Ancillary Agreement to which Buyer is or will be a party execution, delivery and the transactions contemplated hereby and therebyconsummation. ▇▇▇▇▇ Such Person has duly and validly executed and delivered this Agreement and has and, on the Closing Date, such Person will have duly and validly executed and delivered (each of the other Transaction Documents to be executed and delivered by it on or prior to or at the Closing will duly Date. This Agreement constitutes, and validly execute and deliver) each Ancillary Agreement of the other Transaction Documents to which Buyer such Person is or will be a party. Assuming due authorization (with respect to all parties requiring , when executed and delivered by such authorization)Person, execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is or will be a party by the other applicable parties hereto and theretoconstitute, this Agreement constitutes a legal, valid and binding obligation of Buyer and each Ancillary Agreement to which Buyer is or will be a party constitutes (or, upon execution and delivery by Buyer, will constitute) a legal, valid and binding obligation of Buyersuch Person, enforceable against Buyer such Person in accordance with its termsterms , except as such enforceability may be limited by applicable Enforceability Exceptionsbankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) and except to the extent that the indemnification or contribution provisions contained in any such Transaction Document may be unenforceable.

Organization; Authorization; Enforceability. Buyer Such Person that is a legal entity is duly incorporatedorganized, validly existing and in good standing under the Laws laws of Delaware. Buyer the jurisdiction of its organization and has all requisite power and authority to enter into this Agreement own its properties and assets and to carry on its business as it is now being conducted except where the failure to have such power or authority could not, singularly or in the aggregate, be reasonably expected to have a material adverse effect on the assets, liabilities, business, condition (financial or otherwise), results of operating or prospects of such Person. Such Person has the power to execute, deliver and perform its obligations under each Ancillary Agreement of the Transaction Documents to which it is or will be a party and has taken all necessary action to consummate the transactions contemplated hereby and thereby, and authorize the execution, delivery and performance by Buyer it of this Agreement such Transaction Documents and each Ancillary Agreement to which it is or will be a party, and the consummation by Buyer of consummate the transactions contemplated hereby and thereby, have been duly and validly authorized and no . No other actions or proceedings on the part of Buyer such Person are necessary to authorize this Agreementfor such authorization, any Ancillary Agreement to which Buyer is or will be a party execution, delivery and the transactions contemplated hereby and therebyconsummation. ▇▇▇▇▇ Such Person has duly and validly executed and delivered this Agreement and has and, on the Closing Date, such Person will have duly and validly executed and delivered (each of the other Transaction Documents to be executed and delivered by it on or prior to or at the Closing will duly Date. This Agreement constitutes, and validly execute and deliver) each Ancillary Agreement of the other Transaction Documents to which Buyer such Person is or will be a party. Assuming due authorization (with respect to all parties requiring , when executed and delivered by such authorization)Person, execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is or will be a party by the other applicable parties hereto and theretoconstitute, this Agreement constitutes a legal, valid and binding obligation of Buyer and each Ancillary Agreement to which Buyer is or will be a party constitutes (or, upon execution and delivery by Buyer, will constitute) a legal, valid and binding obligation of Buyersuch Person, enforceable against Buyer such Person in accordance with its terms, except as such enforceability may be limited by applicable Enforceability Exceptionsbankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) and except to the extent that the indemnification or contribution provisions contained in any such Transaction Document may be unenforceable.

Organization; Authorization; Enforceability. Buyer (a) LUK-Flats is a limited liability company duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware. Buyer , and has all requisite power and authority to enter into and comply with its obligations under this Agreement and each Ancillary Agreement the other Transaction Documents to which it is or will be a party party. ▇▇▇▇▇▇ LLC is a limited liability company duly organized, validly existing and to consummate in good standing under the transactions contemplated hereby and therebylaws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. ▇▇▇▇▇ LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. CMYD LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. (b) The execution, delivery and performance by Buyer each Seller of this Agreement and each Ancillary Agreement all of the other Transaction Documents to which it such Seller is or will be a party, party are within the power of such Seller and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly and validly authorized by such Seller, and no other actions or proceedings on the part of Buyer such Seller are necessary to authorize this Agreement, any Ancillary Agreement the other Transaction Documents to which Buyer such Seller is a party, or will be a party and the transactions contemplated hereby and thereby. ▇▇▇▇▇ has duly This Agreement is, and validly the other Transaction Documents will be, when executed and delivered this Agreement and has duly and validly executed and delivered (or prior to or at by a Seller, the Closing will duly and validly execute and deliver) each Ancillary Agreement to which Buyer is or will be a party. Assuming due authorization (with respect to all parties requiring such authorization), execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is or will be a party by the other applicable parties hereto and thereto, this Agreement constitutes a legal, valid and binding obligation obligations of Buyer and each Ancillary Agreement to which Buyer is or will be a party constitutes (or, upon execution and delivery by Buyer, will constitute) a legal, valid and binding obligation of Buyersuch Seller, enforceable against Buyer such Seller in accordance with its their respective terms, except as such enforceability may be limited by subject to applicable Enforceability Exceptionsbankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court's equitable powers.

Organization; Authorization; Enforceability. Buyer Such Person that is a legal entity is duly incorporatedorganized, validly existing and in good standing under the Laws laws of Delaware. Buyer the jurisdiction of its organization and has all requisite power and authority to enter into this Agreement own its properties and assets and to carry on its business as it is now being conducted except where the failure to have such power or authority could not, singularly or in the aggregate, be reasonably expected to have a material adverse effect on the assets, liabilities business, condition (financial or otherwise), results of operating or prospects of such Person. Such Person has the power to execute, deliver and perform its obligations under each Ancillary Agreement of the Transaction Documents to which it is or will be a party and has taken all necessary action to consummate the transactions contemplated hereby and thereby, and authorize the execution, delivery and performance by Buyer it of this Agreement such Transaction Documents and each Ancillary Agreement to which it is or will be a party, and the consummation by Buyer of consummate the transactions contemplated hereby and thereby, have been duly and validly authorized and no . No other actions or proceedings on the part of Buyer such Person are necessary to authorize this Agreementfor such authorization, any Ancillary Agreement to which Buyer is or will be a party execution, delivery and the transactions contemplated hereby and therebyconsummation. ▇▇▇▇▇ Such Person has duly and validly executed and delivered this Agreement and has and, on the Closing Date, such Person will have duly and validly executed and delivered (each of the other Transaction Documents to be executed and delivered by it on or prior to or at the Closing will duly Date. This Agreement constitutes, and validly execute and deliver) each Ancillary Agreement of the other Transaction Documents to which Buyer such Person is or will be a party. Assuming due authorization (with respect to all parties requiring , when executed and delivered by such authorization)Person, execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is or will be a party by the other applicable parties hereto and theretoconstitute, this Agreement constitutes a legal, valid and binding obligation of Buyer and each Ancillary Agreement to which Buyer is or will be a party constitutes (or, upon execution and delivery by Buyer, will constitute) a legal, valid and binding obligation of Buyersuch Person, enforceable against Buyer such Person in accordance with its termsterms , except as such enforceability may be limited by applicable Enforceability Exceptionsbankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) and except to the extent that the indemnification or contribution provisions contained in any such Transaction Document may be unenforceable.