Common use of The Transaction Documents and the Transactions Clause in Contracts

The Transaction Documents and the Transactions. Each of the Company and Guarantors that are corporations have all requisite corporate power and authority, and each of the Guarantors that are limited liability companies have all the requisite limited liability company power and authority, to execute, deliver and perform their respective obligations under the Transaction Documents to which they are a party, to issue the Securities and to consummate the Transactions contemplated thereby. Each of the Transaction Documents has been duly and validly authorized, executed and delivered by the Company and the Guarantors party thereto, and each of the Transaction Documents, when executed and delivered by the Company and the Guarantors party thereto, will constitute a legal, valid and binding obligation of each of the Company and such Guarantors, enforceable against each of the Company and such Guarantors in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally, (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought, and (iii) with respect to the rights to indemnity or contribution under the Registration Rights Agreement, federal and state securities laws and public policy considerations. When executed and delivered, the Transaction Documents will conform in all material respects to the descriptions thereof in the Time of Sale Document and the Final Offering Memorandum.

The Transaction Documents and the Transactions. Each of the Company Co-Issuers and Guarantors that are corporations have all requisite corporate power and authority, and each of the Co-Issuers and Guarantors that are limited liability companies have all the requisite limited liability company power and authority, to execute, deliver and perform their respective obligations under the Transaction Documents to which they are a party, to issue the Securities and to consummate the Transactions contemplated thereby. Each of the Transaction Documents has been duly and validly authorized, executed and delivered by the Company Co-Issuers and the Guarantors party thereto, and each of the Transaction Documents, when executed and delivered by the Company Co-Issuers and the Guarantors party thereto, will constitute a legal, valid and binding obligation of each of the Company Co-Issuers and such Guarantors, enforceable against each of the Company Co-Issuers and such Guarantors in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally, generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought, and (iii) with respect to the rights to indemnity or contribution under the Registration Rights Agreement, federal and state securities laws and public policy considerations. When executed and delivered, the Transaction Documents will conform in all material respects to the descriptions thereof in the Time of Sale Document and the Final Offering MemorandumCircular.