Common use of Execution, Delivery and Enforceability Clause in Contracts

Execution, Delivery and Enforceability. Subject to the entry of the Approval Order, Seller has all requisite limited liability company power and authority to execute and deliver, and perform its obligations under this Agreement and the Ancillary Agreements to which it is or becomes a party and to consummate the transactions contemplated hereby and thereby. Subject to the entry of the Approval Order, the execution and delivery by Seller of this Agreement and of the Ancillary Agreements to which it is or becomes a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action required on the part of Seller and no other limited liability company proceedings on its part are necessary to authorize the execution and delivery by Seller of this Agreement and the Ancillary Agreements to which Seller is or becomes a party, the performance by Seller of its obligations hereunder and thereunder or the consummation by Seller of the transactions contemplated hereby and thereby. Assuming the due authorization, execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it is or becomes a party when executed by Purchaser, this Agreement constitutes, and the Ancillary Agreements to which Seller is or becomes a party when executed and delivered by it will constitute, its valid and legally binding obligations, enforceable against it, in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. Subject to the entry Each of the Approval Order, Seller Sellers has all requisite limited liability company power power, and the Company has all requisite limited partnership power, and each of the Sellers and the Company has the authority to execute and deliver, and perform its obligations under under, this Agreement and the Ancillary Agreements to which it is or becomes a party are executed by it, and to consummate the transactions contemplated hereby and thereby. Subject to the entry The execution, delivery and performance by each of the Approval Order, Sellers and the execution and delivery by Seller Company of this Agreement and of the Ancillary Agreements to which it is or becomes a partyare executed by it, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company company, or limited partnership, as applicable, action required on the part of Seller each of the Sellers and the Company, and no other limited liability company or limited partnership proceedings on its the part of each of the Sellers or the Company, as applicable, are necessary to authorize the execution and delivery by Seller of this Agreement and the Ancillary Agreements to which Seller it is a party or becomes a party, the performance by Seller of its obligations hereunder and thereunder or the consummation by Seller of to consummate the transactions contemplated hereby and thereby. Assuming the due authorization, execution and delivery by each Purchaser of this Agreement and the due authorization, execution and delivery by each Purchaser and Purchasers’ Guarantor of the Ancillary Agreements to which are executed by it is or becomes a party when executed by Purchasersuch Purchaser (or Purchasers’ Guarantor, in the case of the Purchasers’ Guaranty), this Agreement constitutes, does and the Ancillary Agreements to which Seller is or becomes a party are executed by each of the Sellers and the Company when executed and delivered by it such Person will constitute, its constitute the valid and legally binding obligationsobligations of such Person, enforceable against it, such Person in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Subject to the entry of the Approval Order, Seller has and its Affiliates have all requisite limited liability company power and authority to execute and deliver, and perform its their respective obligations under under, this Agreement and the Ancillary Agreements to which it Seller or its Affiliates, as applicable, is or becomes a party and to consummate the transactions contemplated hereby and therebyTransactions. Subject to the entry of the Approval Order, the The execution and delivery by Seller and its Affiliates of this Agreement and of the Ancillary Agreements to which it Seller or its Affiliates is or becomes a party, the performance by Seller or its Affiliates of its obligations hereunder and thereunder thereunder, and the consummation by Seller and its Affiliates of the transactions contemplated hereby and thereby, Transactions have been duly and validly authorized by all necessary limited liability company corporate or partnership action (or other actions of the appropriate organizational types for any Affiliate of Seller that is not a corporation or partnership) required by Seller and its Affiliates, and no other acts, approvals, or corporate or partnership proceedings (or other actions of the appropriate organizational types for any Affiliate of Seller that is not a corporation or partnership) on its part or on the part of Seller and no the holders of any of Seller’s or its Affiliates’ equity or debt securities or any other limited liability company proceedings on its part Person are necessary to authorize the execution and delivery by Seller of this Agreement and the Ancillary Agreements to which Seller is or becomes a party, the performance by Seller of its obligations hereunder and thereunder or the consummation by Seller of the transactions contemplated hereby and therebysame. Assuming the due authorization, execution execution, and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it Purchaser is or becomes a party when executed by Purchaserparty, this Agreement constitutes, and the each Ancillary Agreements Agreement to which Seller or any of its Affiliates is or becomes a party when executed and delivered by it will constitute, its Seller or such Affiliate shall constitute the valid and legally binding obligationsobligations of Seller or such Affiliate, as applicable, enforceable against it, it in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Subject to the entry of the Approval Order, Seller has and its Affiliates have all requisite limited liability company power and authority to execute and deliver, and perform its their respective obligations under under, this Agreement and the Ancillary Agreements to which it Seller or its Affiliates, as applicable, is or becomes a party and to consummate the transactions contemplated hereby and thereby. Subject Transactions to the entry of the Approval Order, the extent Seller or its Affiliates is a party thereto. The execution and delivery by Seller and its Affiliates of this Agreement and of the Ancillary Agreements to which it Seller or its Affiliates is or becomes a party, the performance by Seller or its Affiliates of its obligations hereunder and thereunder thereunder, and the consummation by Seller and its Affiliates of the transactions contemplated hereby and thereby, Transactions have been duly and validly authorized by all necessary corporate or limited liability company action actions (or other actions of the appropriate organizational types for any Affiliate of Seller that is not a corporation or limited liability company) required by Seller and its Affiliates, and no other acts, approvals, or corporate or limited liability company proceedings (or other actions of the appropriate organizational types for any Affiliate of Seller that is not a corporation or limited liability company) on its part or on the part of Seller and no the holders of any of Seller’s equity or debt securities or any other limited liability company proceedings on its part Person are necessary to authorize the execution same. Assuming the due authorization, execution, and delivery by Seller Buyer of this Agreement and the Ancillary Agreements to which Seller Buyer is or becomes a party, the performance by Seller of its obligations hereunder and thereunder or the consummation by Seller of the transactions contemplated hereby and thereby. Assuming the due authorization, execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it is or becomes a party when executed by Purchaser, this Agreement constitutes, and the each Ancillary Agreements Agreement to which Seller or any of its Affiliates is or becomes a party when executed and delivered by it will Seller or such Affiliate shall constitute, its the valid and legally binding obligationsobligations of Seller or such Affiliate, as applicable, enforceable against it, it in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Subject to This Agreement and the entry other Amendment Documents has been duly executed and delivered by Borrower and Guarantor and is the legal, valid and binding obligation of Borrower and Guarantor, enforceable in accordance with its terms, except as enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the Approval Orderrights of creditors generally, Seller has all requisite limited liability company and general principles of equity. Each of Borrower and Guarantor have the full power and authority to execute and deliver, enter into and perform its obligations under this Agreement and the Ancillary Agreements to which it is or becomes a party execution, delivery and to consummate the transactions contemplated hereby and thereby. Subject to the entry of the Approval Order, the execution and delivery by Seller performance of this Agreement by each of Borrower and of the Ancillary Agreements to which it is or becomes a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have Guarantor (i) has been duly and validly authorized by all necessary limited liability company action required on the part of Seller each of Borrower and no Guarantor, (ii) does not conflict with any judgment, order or decree of any court or arbiter in any proceeding to which Borrower or Guarantor is a party, and (iii) does not conflict with or constitute a material breach of, or constitute a material default under, any contract, agreement or other limited liability company proceedings on its part are necessary instrument by which Borrower or Guarantor is bound or to authorize which it is a party. No consent of any Person not a party hereto, including, without limitation, any Franchisor, any Manager, the execution Condominium Manager, the Condominium Board or any Ground Lessor, is required for Borrower or Guarantor to enter into and delivery by Seller of perform this Agreement and the Ancillary Agreements other Amendment Documents, or if such consent is required, such consent has been delivered to which Seller is or becomes a partyLender, the performance by Seller and each of its obligations hereunder Borrower and thereunder or the consummation by Seller Guaranty hereby agrees to and does indemnify, defend and hold harmless Servicer, Lender and each of the transactions contemplated hereby Noteholders from and thereby. Assuming against any and all loss, damage or liability whatsoever, including, without limitation, attorneys' fees and costs, arising from any failure to obtain the due authorization, execution and delivery by Purchaser consent of this Agreement and the Ancillary Agreements to any such Person or entity which it is or becomes not a party when executed by Purchaser, this Agreement constitutes, and the Ancillary Agreements to which Seller is or becomes a party when executed and delivered by it will constitute, its valid and legally binding obligations, enforceable against it, in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principleshereto.

Execution, Delivery and Enforceability. Subject to the entry of the Approval Order, Seller Purchaser has all requisite limited liability company power and authority to execute and deliver, and to perform its obligations under under, this Agreement and the Ancillary Agreements to which it is or becomes a party are executed by Purchaser, and to consummate the transactions contemplated hereby and thereby. Subject to the entry of the Approval OrderThe execution, the execution delivery and delivery performance by Seller Purchaser of this Agreement and of the Ancillary Agreements to which it is or becomes a partyare executed by it, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action required on the part of Seller Purchaser, and no other limited liability company proceedings on its the part of Purchaser are necessary to authorize the execution and delivery by Seller of this Agreement and the Ancillary Agreements to which Seller it is a party or becomes a party, the performance by Seller of its obligations hereunder and thereunder or the consummation by Seller of to consummate the transactions contemplated hereby and thereby. Assuming the due authorization, execution and delivery by Purchaser Seller of this Agreement and the due authorization, execution and delivery by Seller and Seller’s Guarantor of the Ancillary Agreements to which are executed by it is or becomes a party when executed by PurchaserSeller (or Seller’s Guarantor, in the case of Seller’s Guaranty), this Agreement constitutesdoes, and the Ancillary Agreements to which Seller is or becomes a party when executed and delivered by it will constitutePurchaser will, its constitute the valid and legally binding obligationsobligations of Purchaser, enforceable against itPurchaser, as applicable, in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Subject to the entry Each of the Approval Order, Seller Purchasers and the Purchasers’ Guarantor has all requisite limited liability company corporate power and authority to execute and deliver, and to perform its obligations under under, this Agreement and the Ancillary Agreements to which it is or becomes a party are executed by it, and to consummate the transactions contemplated hereby and thereby. Subject to The execution, delivery and performance by each Purchaser and the entry of the Approval Order, the execution and delivery by Seller Purchasers’ Guarantor of this Agreement and of the Ancillary Agreements to which it is or becomes a partyare executed by it, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company corporate action required on the part of Seller each Purchaser and the Purchasers’ Guarantor, and no other limited liability company corporate proceedings on its the part of any Purchaser are necessary to authorize the execution and delivery by Seller of this Agreement and the Ancillary Agreements to which Seller it is a party or becomes a party, the performance by Seller of its obligations hereunder and thereunder or the consummation by Seller of to consummate the transactions contemplated hereby and thereby. Assuming the due authorization, execution and delivery by Purchaser each of the Sellers of this Agreement and the due authorization, execution and delivery by each Seller and Sellers’ Guarantor of the Ancillary Agreements to which are executed by it is or becomes a party when executed by Purchasersuch Seller (or Sellers’ Guarantor, in the case of the Sellers’ Guaranty), this Agreement constitutesdoes, and the Ancillary Agreements to which Seller is or becomes a party when executed by each Purchaser and delivered by it will constitutethe Purchasers’ Guarantor will, its constitute the valid and legally binding obligationsobligations of such Purchaser and the Purchasers’ Guarantor, enforceable against itsuch Purchaser and the Purchasers’ Guarantor, as applicable, in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Subject (a) With respect to the entry of the Approval Order, Seller each Purchaser (i) it has all requisite limited liability company power and authority to execute and deliver, and to perform its obligations under this Agreement and the Ancillary Agreements to which it is or becomes a party and to consummate the transactions contemplated hereby Transactions, (ii) the execution, delivery and thereby. Subject to the entry of the Approval Order, the execution and delivery by Seller performance of this Agreement and the consummation of the Ancillary Agreements to which it is or becomes a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, Transactions have been duly and validly authorized by all necessary limited liability company action required on the part of Seller and such Purchaser, (iii) no other limited liability company proceedings on its the part of such Purchaser are necessary to authorize the execution and delivery by Seller of this Agreement or to consummate the Transactions, and the Ancillary Agreements to which Seller is or becomes a party, the performance by Seller of its obligations hereunder and thereunder or the consummation by Seller of the transactions contemplated hereby and thereby. Assuming (iv) assuming the due authorization, execution and delivery by Purchaser of this Agreement by Sellers and the Ancillary Agreements to which it is or becomes a party when executed by PurchaserCPI, this Agreement constitutes, and constitutes the Ancillary Agreements to which Seller is or becomes a party when executed and delivered by it will constitute, its valid and legally binding obligationsobligation of such Purchaser, enforceable against it, such Purchaser in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles. (b) With respect to Purchasers' Parent, (i) it has all requisite corporate power and authority to execute and deliver, and to perform its obligations under this Agreement and to consummate the Transactions, (ii) the execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly and validly authorized by all necessary corporate action required on the part of Purchasers' Parent, (iii) no other corporate proceedings on the part of Purchasers' Parent are necessary to authorize this Agreement or to consummate the Transactions, and (iv) assuming the due authorization, execution and delivery of this Agreement by Sellers, this Agreement constitutes the valid and legally binding obligation of Purchasers' Parent, enforceable against Purchasers' Parent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. Subject to the entry of the Approval Order, Seller has and Dynegy have all requisite limited liability company corporate power and authority to execute and deliver, and perform its obligations under under, this Agreement and the Ancillary Agreements to which it either of them is or becomes a party and to consummate the transactions contemplated hereby and therebyTransactions. Subject to the entry of the Approval Order, the The execution and delivery by Seller and Dynegy of this Agreement and of the Ancillary Agreements to which it either of them is or becomes a party, the performance by Seller and Dynegy of its their obligations hereunder and thereunder and the consummation by Seller and Dynegy of the transactions contemplated hereby and therebyTransactions, have been duly and validly authorized by all necessary limited liability company corporate action required on the part of Seller and Dynegy and no other acts, approvals or corporate or limited liability company proceedings on its part or on the part of the holders of any of its equity or debt securities or any other Person are necessary to authorize the execution and delivery by Seller of this Agreement and the Ancillary Agreements to which Seller is or becomes a party, the performance by Seller of its obligations hereunder and thereunder or the consummation by Seller of the transactions contemplated hereby and therebysame. Assuming the due authorization, execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it Purchaser is or becomes a party when executed by Purchaserparty, this Agreement constitutes, and the Ancillary Agreements to which Seller or Dynegy is or becomes a party when executed and delivered by it will shall constitute, its the valid and legally binding obligationsobligations of Seller or Dynegy, as applicable, enforceable against it, it in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Subject to the entry of the Approval Order, Seller Purchaser has all requisite limited liability company corporate power and authority to execute and deliver, and to perform its obligations under under, this Agreement and the Ancillary Agreements to which it Purchaser is or becomes a party and to consummate the transactions contemplated hereby and thereby. Subject to the entry of the Approval Order, the The execution and delivery by Seller Purchaser of this Agreement and of the Ancillary Agreements to which it Purchaser is or becomes a party, the performance by Seller Purchaser of its obligations hereunder and thereunder and the consummation by Seller Purchaser of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company corporate action required on the part of Seller Purchaser and no other limited liability company corporate proceedings on its part are necessary to authorize the execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it is or becomes a party, the performance by Purchaser of its obligations hereunder and thereunder or the consummation by Purchaser of the transactions contemplated hereby and thereby. Assuming the due authorization, execution and delivery by Seller of this Agreement and the Ancillary Agreements to which Seller is or becomes a party, the performance by Seller of its obligations hereunder and thereunder or the consummation by Seller of the transactions contemplated hereby and thereby. Assuming the due authorization, execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it is or becomes a party when executed by PurchaserSeller, this Agreement constitutes, and the Ancillary Agreements to which Seller Purchaser is or becomes a party when executed and delivered by it Purchaser will constitute, its the valid and legally binding obligationsobligations of Purchaser, enforceable against it, Purchaser in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.