Common use of Organization, Good Standing, and Authorization Clause in Contracts

Organization, Good Standing, and Authorization. (a) The Company is, and as of the Closing, Holdco will be, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company is, and as of the Closing, Holdco will be, duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such licensing, qualification or good standing, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Company. (b) Each of the Company and Holdco has the full power and authority and has taken all action necessary in order to execute, deliver and perform fully, its obligations under this Agreement (in the case of the Company only) and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of the Company and Holdco of this Agreement and each Ancillary Agreement to which it is a party and the consummation by each of the Company and Holdco of the transactions contemplated hereby and thereby have been duly authorized and approved and no other corporate proceeding with respect to the Company or Holdco is necessary to authorize this Agreement, the Ancillary Agreements to which it is a party, or the transactions contemplated hereby or thereby. This Agreement and each of the Ancillary Agreements to which the Company or Holdco, as applicable, is a party, has been duly executed and delivered by the Company or Holdco, as applicable, and constitutes a valid and binding agreement of the Company or Holdco, as applicable, enforceable against the Company or Holdco, as applicable, in accordance with its terms except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought.

Organization, Good Standing, and Authorization. (a) The Company is, and as of the Closing, Holdco will be, Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware. The Company is, and as of the Closing, Holdco will be, duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such licensing, qualification or good standing, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Company. (b) Each of the Company and Holdco Buyer has the full all requisite limited liability company power and authority and has taken all action necessary in order to executecarry on its business as now conducted, deliver enter into and perform fully, its obligations under this Agreement (in and the case of the Company only) and each Ancillary Agreement Transaction Documents to which it is a party party, to perform its obligations hereunder and thereunder and to consummate carry out the transactions contemplated hereby herein and therebytherein. The execution and delivery by each of the Company and Holdco of this Agreement and each Ancillary Agreement the Transaction Documents to which it Buyer is a party and the consummation by each of the Company and Holdco Buyer of the transactions contemplated hereby herein and thereby therein have been duly and validly authorized and approved and no other corporate proceeding with respect to the Company or Holdco is by all necessary to authorize this Agreement, the Ancillary Agreements to which it is a party, or the transactions contemplated hereby or therebylimited liability company action by Buyer. This Agreement and each of the Ancillary Agreements to which the Company or Holdco, as applicable, is a party, has been duly executed and delivered by Buyer. (b) Buyer Parent is a limited partnership, duly formed, validly existing and in good standing under the Company Laws of the State of Delaware and has all requisite entity power and authority to carry on its business as now conducted, to deliver the Consideration Units and to enter into and perform the Securities Agreement. All partnership action required for the authorization, issuance and delivery of the Consideration Units and the entry into and performance of the Securities Agreement have been validly taken and no approval of the holders of outstanding units in Buyer Parent is required under the Buyer Parent Partnership Agreement or Holdcothe rules of the New York Stock Exchange in connection with the issuance of the Consideration Units. Buyer Parent is not qualified, and the conduct of its business does not require it to be qualified, as applicablea foreign organization in any state in which it is not so qualified, and constitutes except where the failure to be so qualified would not be reasonably expected to (i) have a valid and binding agreement Buyer Material Adverse Effect or (ii) subject the limited partners of the Company Buyer Parent to any material liability or Holdco, as applicable, enforceable against the Company or Holdco, as applicable, in accordance with its terms except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtdisability.

Organization, Good Standing, and Authorization. (a) The Company is, and as of the Closing, Holdco will be, is duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company is, and as of the Closing, Holdco will be, each Company Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such licensing, qualification or good standing, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect. (b) Each of the The Company and Holdco has the full power and authority and has taken all action necessary in order to execute, deliver and perform fullyperform, its obligations under this Agreement (in the case of the Company only) and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery by each of the Company and Holdco of this Agreement and each Ancillary Agreement to which it is a party and the consummation by each the Company of the Company and Holdco of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized and approved and no other corporate proceeding with respect to the Company or Holdco is necessary to authorize this Agreement, the Ancillary Agreements to which it is a party, or the transactions contemplated hereby or therebyContemplated Transactions. This Agreement and each of the Ancillary Agreements to which the Company or Holdco, as applicable, is a party, has been duly executed and delivered by the Company or HoldcoCompany, as applicableand, assuming that this Agreement constitutes the legal, valid and binding obligation of Parent, constitutes a valid and binding agreement of the Company or Holdco, as applicableCompany, enforceable against the Company or Holdco, as applicable, in accordance with its terms terms, except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding Action may be brought. (c) The Company has delivered or made available to Parent accurate and complete copies of: (i) the Charter and Bylaws; (ii) the certificate of incorporation and bylaws or comparable organizational documents of each Company Subsidiary; (iii) the stock or other equity records of the Company and each Company Subsidiary; and (iv) the minutes and other records of the meetings at which formal actions were taken or any actions taken by written consent without a meeting of the stockholders, the board of directors and any committee of the board of directors of the Company and the equity holders, the board of directors (or comparable governing body) and any committee of the board of directors (or comparable governing body) of each Company Subsidiary. Since August 3, 2005, the activities of the Company and each Company Subsidiary has been in material compliance with the certificate of incorporation and the bylaws of the Company and the comparable organizational documents of each such Company Subsidiary, respectively.