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. (b) Except as disclosed in the Green Disclosure Letter, the execution and delivery of this Agreement do not, and the consummation of the transactions comprising the Green Reorganization and the Green Contribution by the applicable Apple Entities and the performance of the Combination Agreements to which any Apple Entity is a party by such Apple Entity (and the taking of the other actions contemplated by this Agreement) will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or acceleration of any material obligation or the loss, suspension, limitation or impairment of a material benefit under (or right of any Apple Entity to own or use any assets or properties required for the conduct of its business), or result in (or give rise to) the creation of any Encumbrance or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of any Apple Entity under, any provision of (i) the Organizational Documents of any Apple Entity, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which any Apple Entity is a party or by which any Apple Entity or its or their respective properties or assets are bound, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in the Transaction Agreement are duly and timely obtained or made and the Sailfish Stockholder Approval has been obtained, any Law applicable to any Apple Entity or any of its respective properties or assets, other than, in the case of clauses (ii) and (iii), any such violations, defaults, acceleration, losses, or Encumbrances that have not had and would not be reasonably likely to have, individually or in the aggregate, a Green Material Adverse Effect. (c) Except as disclosed in the Transaction Agreement or the Green Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity is required to be obtained or made by any Apple Entity in connection with the execution and delivery of this Agreement by Apple or the consummation by the Apple Entities of the applicable portions of the Green Reorganization and the Green Contribution (and the taking of the other actions contemplated by this Agreement), except for any filings required under the HSR Act and such reports under the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement, the Transaction Agreement and the Transactions.

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. (b) Except as disclosed in the Green Disclosure Letter, the The execution and delivery of this Agreement do not, and the consummation of the transactions comprising the Green Reorganization and the Green Contribution by the applicable Apple Ride Entities and the performance of the Combination Agreements to which any Apple Ride Entity is a party by such Apple Ride Entity (and the taking of the other actions contemplated by this Agreement) will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or acceleration of any material obligation or the loss, suspension, limitation or impairment of a material benefit under (or right of any Apple Ride Entity to own or use any assets or properties required for the conduct of its businesstheir respective businesses), or result in (or give rise to) the creation of any Encumbrance or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of any Apple Ride Entity under, any provision of (i) the Organizational Documents of any Apple Ride Entity, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which any Apple Ride Entity is a party or by which any Apple Ride Entity or its or their respective properties or assets are bound, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in the Transaction Agreement are duly and timely obtained or made and the Sailfish Stockholder Approval has been obtained, any Law applicable to any Apple Ride Entity or any of its their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such violations, defaults, acceleration, losses, or Encumbrances that have not had and would not be reasonably likely to have, individually or in the aggregate, a Green Material Adverse Effect. (c) Except as disclosed in the Transaction Agreement or the Green Disclosure Letter, no No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity is required to be obtained or made by any Apple Ride Entity in connection with the execution and delivery of this Agreement by Apple Ride or the consummation by the Apple Ride Entities of the applicable portions of the Green Reorganization and the Green Contribution (and the taking of the other actions contemplated by this Agreement), except for any filings required under the HSR Act and such reports under the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement, the Transaction Agreement and the Transactions.