Common use of Due Authorization and Execution Clause in Contracts

Due Authorization and Execution. (1) Each Nova II Party has duly authorized, executed and delivered this Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova II Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova II Common Stock entitled to vote on the Nova II Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II (the “Nova II Requisite Vote”), this Agreement and the Transactions have been authorized by all corporate or limited partnership action necessary on the part of each Nova II Party. Assuming due execution by the Other Parties, this Agreement is a valid and legally binding obligation of each Nova II Party, enforceable against each Nova II Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (2) On or prior to the date hereof, the Nova II Board, upon the unanimous recommendation of the Nova II Board Special Committee, at a duly called and held meeting has unanimously (i) duly and validly authorized, in its own capacity and as the board of the sole general partner of Nova II OP, the execution, delivery and performance by Nova II and Nova II OP of this Agreement and declared advisable this Agreement and, on the terms and subject to the conditions set forth in this Agreement, the Nova II Merger, the Nova II OP Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties, (ii) directed that the Nova II Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II, be submitted (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova II Stockholders Meeting and (iii) subject to Section 6.02, resolved to recommend that the stockholders of Nova II vote in favor of the approval of the Nova II Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II (as they may be combined or separately required to be proposed or presented), and to include such recommendations in the Proxy Statement.

Due Authorization and Execution. (1) Each Nova II I Party has duly authorized, executed and delivered this Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova II I Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova II I Common Stock entitled to vote on the Nova II I Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties and required under the MGCL to be voted on by the stockholders of Nova II I (the “Nova II I Requisite Vote”), this Agreement and the Transactions have been authorized by all corporate or limited partnership action necessary on the part of each Nova II I Party. Assuming due execution by the Other Parties, this Agreement is a valid and legally binding obligation of each Nova II I Party, enforceable against each Nova II I Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (2) On or prior to the date hereof, the Nova II I Board, upon the unanimous recommendation of the Nova II I Board Special Committee, at a duly called and held meeting has unanimously (i) duly and validly authorized, in its own capacity and as the board of the sole general partner of Nova II I OP, the execution, delivery and performance by Nova II I and Nova II I OP of this Agreement and declared advisable this Agreement and, on the terms and subject to the conditions set forth in this Agreement, the Nova II I Merger, the Nova II I OP Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties, (ii) directed that the Nova II I Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties and required under the MGCL to be voted on by the stockholders of Nova III, be submitted (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova II I Stockholders Meeting and (iii) subject to Section 6.026.01, resolved to recommend that the stockholders of Nova II I vote in favor of the approval of the Nova II I Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties and required under the MGCL to be voted on by the stockholders of Nova II I (as they may be combined or separately required to be proposed or presented), and to include such recommendations in the Proxy Statement.

Due Authorization and Execution. (1) Each Nova II I Party has duly authorized, executed and delivered this Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova II I Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova II I Common Stock entitled to vote on the Nova II I Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties and required under the MGCL to be voted on by the stockholders of Nova II I (the “Nova II I Requisite Vote”), this Agreement and the Transactions have been authorized by all corporate or limited partnership action necessary on the part of each Nova II I Party. Assuming due execution by the Other Parties, this Agreement is a valid and legally binding obligation of each Nova II I Party, enforceable against each Nova II I Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (2) On or prior to the date hereof, the Nova II I Board, upon the unanimous recommendation of the Nova II I Board Special Committee, at a duly called and held meeting has unanimously (i) duly and validly authorized, in its own capacity and as the board of the sole general partner of Nova II I OP, the execution, delivery and performance by Nova II I and Nova II I OP of this the Original Combination Agreement and declared advisable this the Original Combination Agreement and, on the terms and subject to the conditions set forth in this Agreementthe Original Combination, the Nova II I Merger, the Nova II OP Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties, (ii) directed that the Nova II I Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties and required under the MGCL to be voted on by the stockholders of Nova III, be submitted (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova II I Stockholders Meeting and (iii) subject to Section 6.026.01, resolved to recommend that the stockholders of Nova II I vote in favor of the approval of the Nova II I Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties and required under the MGCL to be voted on by the stockholders of Nova II I (as they may be combined or separately required to be proposed or presented), and to include such recommendations in the Proxy Statement.

Due Authorization and Execution. (1) Each Nova II Party has duly authorized, executed and delivered this Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova II Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova II Common Stock entitled to vote on the Nova II Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II (the “Nova II Requisite Vote”), this Agreement and the Transactions have been authorized by all corporate or limited partnership action necessary on the part of each Nova II Party. Assuming due execution by the Other Parties, this Agreement is a valid and legally binding obligation of each Nova II Party, enforceable against each Nova II Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (2) On or prior to the date hereof, the Nova II Board, upon the unanimous recommendation of the Nova II Board Special Committee, at a duly called and held meeting has unanimously (i) duly and validly authorized, in its own capacity and as the board of the sole general partner of Nova II OP, the execution, delivery and performance by Nova II and Nova II OP of this the Original Combination Agreement and declared advisable this the Original Combination Agreement and, on the terms and subject to the conditions set forth in this the Original Combination Agreement, the Nova II Merger, the Nova II OP Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties, (ii) directed that the Nova II Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II, be submitted (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova II Stockholders Meeting and (iii) subject to Section 6.02, resolved to recommend that the stockholders of Nova II vote in favor of the approval of the Nova II Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II (as they may be combined or separately required to be proposed or presented), and to include such recommendations in the Proxy Statement.