Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.
Appears in 18 contracts
Samples: Interest Contribution Agreement (Landmark Apartment Trust of America, Inc.), Interest Contribution Agreement (Landmark Apartment Trust of America, Inc.), Interest Contribution Agreement (Landmark Apartment Trust of America, Inc.)
