Common use of Organization; Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Organization; Authorization; Validity of Agreement; Necessary Action. Such Party has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, and has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action, and no other actions or proceedings on its part are required to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered the applicable Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, constitutes a legal, valid and binding agreement of the applicable Party, enforceable against such Party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (regardless of whether considered in a proceeding in equity or at law).

Organization; Authorization; Validity of Agreement; Necessary Action. Such Supporting Party has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, and has the requisite power and authority and/or capacity to execute and deliver this Agreement Agreement, to carry out its obligations hereunder and to perform its obligations hereunder, and consummate the transactions contemplated hereby. The execution and delivery by such Supporting Party of this Agreement, the performance by it of its the obligations hereunder and the consummation of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary action, such Supporting Party and no other actions or proceedings on its the part are required of such Supporting Party to authorize the execution and delivery of this Agreement, the performance by it of its the obligations hereunder or the consummation of the transactions contemplated herebyhereby are required. This Agreement has been duly and validly executed and delivered the applicable by such Supporting Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties parties hereto, constitutes a legal, valid and binding agreement of the applicable such Supporting Party, enforceable against such Party it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (regardless of whether considered in a proceeding in equity or at law)principles.

Organization; Authorization; Validity of Agreement; Necessary Action. Such The Supporting Party has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, and has the requisite power and authority and/or capacity to execute and deliver this Agreement Agreement, to carry out its obligations hereunder and to perform its obligations hereunder, and consummate the transactions contemplated hereby. The execution and delivery by the Supporting Party of this Agreement, the performance by it of its the obligations hereunder and the consummation of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary action, the Supporting Party and no other actions or proceedings on its the part are required of the Supporting Party to authorize the execution and delivery of this Agreement, the performance by it of its the obligations hereunder or the consummation of the transactions contemplated herebyhereby are required. This Agreement has been duly and validly executed and delivered by the applicable Supporting Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties parties hereto, constitutes a legal, valid and binding agreement of the applicable Supporting Party, enforceable against such Party it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (regardless of whether considered in a proceeding in equity or at law)principles.

Organization; Authorization; Validity of Agreement; Necessary Action. Such Party has been duly formed or incorporated and is validly existing in good standing under Each of the Laws of its jurisdiction of incorporation or formation, and Partnership Parties has the requisite power and authority and/or capacity to execute and deliver this Agreement Agreement, to carry out its obligations hereunder and to perform its obligations hereunder, and consummate the transactions contemplated hereby. The execution and delivery by such Partnership Party of this Agreement, the performance by it of its the obligations hereunder and the consummation of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary action, such Partnership Party and no other actions or proceedings on its the part are required of such Partnership Party to authorize the execution and delivery of this Agreement, the performance by it of its the obligations hereunder or the consummation of the transactions contemplated herebyhereby are required. This Agreement has been duly and validly executed and delivered the applicable by such Partnership Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties heretoQEPM, constitutes a legal, valid and binding agreement of each of the applicable PartyPartnership Parties, enforceable against such Party it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (regardless of whether considered in a proceeding in equity or at law)principles.