Common use of Authorization; No Conflict; Consents and Approvals Clause in Contracts

Authorization; No Conflict; Consents and Approvals. (a) Apple has all requisite power and authority to execute and deliver this Agreement and to consummate or to cause the other Apple Entities to consummate, as applicable, the Green Reorganization and the Green Contribution (including taking each action that it and each other Apple Entity is contemplated to take by this Agreement and the Transaction Agreement in connection therewith). The execution and delivery of this Agreement by Apple and the consummation by it and the other Apple Entities of its and their applicable portions of the Green Reorganization and the Green Contribution (and the taking of the other actions contemplated by this Agreement) have been duly authorized by all necessary entity action on the part of Apple and each other applicable Apple Entity and by all necessary action on the part of the holders of Apple’s Equity Interests and on the part of the holders of each other applicable Apple Entity’s Equity Interests. This Agreement has been duly executed and delivered by Apple and assuming that this Agreement constitutes the valid and binding obligation of Sailfish, New Sailfish and Ride, constitutes a valid and binding obligation of Apple enforceable in accordance with its terms, subject, as to enforceability, to Creditors’ Rights.

Authorization; No Conflict; Consents and Approvals. (a) Apple Ride has all requisite power and authority to execute and deliver this Agreement and to consummate or to cause the other Apple Ride Entities to consummate, as applicable, the Green Reorganization and the Green Contribution (including taking each action that it and each other Apple Ride Entity is contemplated to take by this Agreement and the Transaction Agreement in connection therewith). The execution and delivery of this Agreement by Apple Ride and the consummation by it and the other Apple Ride Entities of its and their applicable portions of the Green Reorganization and the Green Contribution (and the taking of the other actions contemplated by this Agreement) have been duly authorized by all necessary entity action on the part of Apple Ride and each other applicable Apple Ride Entity and by all necessary action on the part of the holders of AppleRide’s Equity Interests and on the part of by the holders of each the Equity Interests of the other applicable Apple Entity’s Equity InterestsRide Entities. This Agreement has been duly executed and delivered by Apple Ride and assuming that this Agreement constitutes the valid and binding obligation of Sailfish, New Sailfish and RideApple, constitutes a valid and binding obligation of Apple Ride enforceable in accordance with its terms, subject, as to enforceability, to Creditors’ Rights.