Common use of Corporate Organization; Authority Clause in Contracts

Corporate Organization; Authority. (a) Each of Farequest and its subsidiaries (the "FAREQUEST SUBSIDIARIES") is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to (i) own, lease, operate or otherwise hold its properties and assets and to carry on its business as now being conducted and (ii) execute, deliver and perform its obligations under this Agreement and the other agreements and instruments to be executed and delivered by it hereunder or in connection herewith and to carry out its respective obligations hereunder and thereunder. The execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered by Farequest and the Farequest Subsidiaries hereunder or in connection herewith, and the consummation by it of the transactions contemplated hereby, subject to obtaining approval of the Farequest stockholders, have been duly authorized by all necessary corporate and other actions of Farequest and the Farequest Subsidiaries pursuant to and in accordance with the Laws governing Farequest and the Farequest Subsidiaries. (b) Each of the Farequest and the Farequest Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation, authorized to do business under the Laws of each jurisdiction where the character of the properties owned, leased or used by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed, would not have a Material Adverse Effect on Farequest. Schedule 3.1(b) sets forth a true, complete and correct list of all jurisdictions in which each of the Farequest and the Farequest Subsidiaries is presently qualified or licensed to do business. (c) True, correct and complete copies of the certificate of incorporation of Farequest (the "FAREQUEST CHARTERS") and bylaws of Farequest (the "FAREQUEST BYLAWS") and the charter documents and bylaws (and all amendments thereto), of each of the Farequest Subsidiaries, each as currently in effect, have been delivered to RCG. Farequest is not in violation of any term of the Farequest Charter or the Farequest Bylaws. None of the Farequest Subsidiaries is in violation of any term of its charter documents or bylaws. (d) This Agreement and the other agreements and instruments to be executed and delivered by Farequest and the Farequest Subsidiaries hereunder or in connection herewith have been or will be duly executed and delivered by Farequest and the Farequest Subsidiaries, and constitute or will constitute valid and binding obligations of Farequest and the Farequest Subsidiaries, enforceable against Farequest and the Farequest Subsidiaries in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar Laws now or hereafter in effect relating to creditors' rights generally or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Corporate Organization; Authority. (a) Each of Farequest Buyer and its subsidiaries (the "FAREQUEST SUBSIDIARIES") Merger Subsidiary each is a corporation, corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation incorporation, and has all requisite corporate power and authority to (i) own, leaselease and operate the properties owned, operate or otherwise hold its properties leased and assets operated by it and to carry on the operations of its business as now being conducted by it. Buyer has heretofore made available to the Company true and complete copies of the respective organizational documents and bylaws, as currently in effect, of Buyer and Merger Subsidiary. (iib) execute, Buyer and Merger Subsidiary each has the requisite corporate power and authority to execute and deliver and perform its obligations under this Agreement and each of the other agreements agreements, documents and instruments to be executed and delivered by it hereunder or in connection herewith (the "Buyer Ancillary Agreements") and to carry out perform its respective obligations hereunder and thereunder. The execution and delivery by Buyer and Merger Subsidiary of this Agreement and the other agreements and instruments to be executed and delivered by Farequest Buyer Ancillary Agreements and the Farequest Subsidiaries performance of their respective obligations hereunder and thereunder have been duly and validly authorized by the respective Boards of Directors of Buyer and Merger Subsidiary and by the sole shareholder of Merger Subsidiary and no other corporate or in connection herewithshareholder proceedings on the part of Buyer or Merger Subsidiary will be necessary to authorize the execution, delivery and performance of this Agreement or any Buyer Ancillary Agreement. This Agreement has been, and the consummation by it of the transactions contemplated herebyBuyer Ancillary Agreements have been, subject to obtaining approval of the Farequest stockholders, or will have been duly authorized by all necessary corporate and other actions of Farequest and prior to the Farequest Subsidiaries pursuant to and in accordance with the Laws governing Farequest and the Farequest Subsidiaries. (b) Each of the Farequest and the Farequest Subsidiaries is duly qualified or licensed and in good standing as a foreign corporationClosing, authorized to do business under the Laws of each jurisdiction where the character of the properties owned, leased or used by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed, would not have a Material Adverse Effect on Farequest. Schedule 3.1(b) sets forth a true, complete and correct list of all jurisdictions in which each of the Farequest and the Farequest Subsidiaries is presently qualified or licensed to do business. (c) True, correct and complete copies of the certificate of incorporation of Farequest (the "FAREQUEST CHARTERS") and bylaws of Farequest (the "FAREQUEST BYLAWS") and the charter documents and bylaws (and all amendments thereto), of each of the Farequest Subsidiaries, each as currently in effect, have been delivered to RCG. Farequest is not in violation of any term of the Farequest Charter or the Farequest Bylaws. None of the Farequest Subsidiaries is in violation of any term of its charter documents or bylaws. (d) This Agreement and the other agreements and instruments to be executed and delivered by Farequest and the Farequest Subsidiaries hereunder or in connection herewith have been or will be duly executed and delivered by Farequest Buyer and the Farequest SubsidiariesMerger Subsidiary and each constitutes, and constitute or will constitute upon such execution and delivery constitute, assuming due authorization, execution and delivery thereof by each other party thereto, a valid and binding obligations obligation of Farequest each of Buyer and the Farequest SubsidiariesMerger Subsidiary, enforceable against Farequest and the Farequest Subsidiaries each of them in accordance with their respective its terms, except as such enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally or by (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Corporate Organization; Authority. (a) Each of Farequest and its subsidiaries (the "FAREQUEST SUBSIDIARIES") Acquisition is a corporation, duly organizedorganized or created, validly existing and in good standing under the laws of its jurisdiction of incorporation the United Kingdom and has all requisite corporate power and authority to (i) own, lease, operate or otherwise hold its properties and assets and to carry on its business as now being conducted and (ii) execute, deliver and perform its obligations under this Agreement and the other agreements and instruments to be executed and delivered by it hereunder or in connection herewith and to carry out its respective obligations hereunder and thereunder. The execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered by Farequest and the Farequest Subsidiaries Acquisition and/or Shareholders hereunder or in connection herewith, and the consummation by it of the transactions contemplated hereby, subject to obtaining approval of the Farequest stockholders, have been duly authorized by all necessary corporate and other actions of Farequest Acquisition and the Farequest Subsidiaries Shareholders pursuant to and in accordance with the Laws laws governing Farequest Acquisition and the Farequest SubsidiariesShareholders. (b) Each of the Farequest and the Farequest Subsidiaries Acquisition is duly qualified or licensed and in good standing as a foreign corporation, authorized to do business under the Laws laws of each jurisdiction where the character of the properties owned, leased or used by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed, would not have a Material Adverse Effect material adverse effect on Farequest. Schedule 3.1(b) sets forth a true, complete and correct list of all jurisdictions in which each of the Farequest and the Farequest Subsidiaries is presently qualified or licensed to do businessAcquisition. (c) True, correct and complete copies of the certificate Articles of incorporation Incorporation of Farequest Acquisition (the "FAREQUEST CHARTERSAcquisition Charter") and bylaws of Farequest Acquisition (the "FAREQUEST BYLAWSAcquisition Bylaws") and the charter documents and bylaws (and all amendments thereto), of each of the Farequest Subsidiaries, each as currently in effect, have been delivered to RCGBuyer. Farequest Acquisition is not in violation of any term of the Farequest Acquisition Charter or the Farequest Acquisition Bylaws. None of the Farequest Subsidiaries is in violation of any term of its charter documents or bylaws. (d) This Agreement and the other agreements and instruments to be executed and delivered by Farequest and the Farequest Subsidiaries Acquisition and/or Shareholders hereunder or in connection herewith have been or will be duly executed and delivered by Farequest and the Farequest SubsidiariesAcquisition and/or Shareholders, and constitute or will constitute valid and binding obligations of Farequest and the Farequest SubsidiariesAcquisition and/or Shareholders, enforceable against Farequest and the Farequest Subsidiaries them in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar Laws now or hereafter in effect relating to creditors' rights generally or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Corporate Organization; Authority. (a) Each of Farequest and its subsidiaries (the "FAREQUEST SUBSIDIARIES") Identity is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to (i) own, lease, operate or otherwise hold its properties and assets and to carry on its business as now being conducted and (ii) execute, deliver and perform its obligations under this Agreement and the other agreements and instruments to be executed and delivered by it hereunder or in connection herewith and to carry out its respective obligations hereunder and thereunder. The execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered by Farequest and the Farequest Subsidiaries Identity hereunder or in connection herewith, and the consummation by it of the transactions contemplated hereby, subject to obtaining approval of the Farequest stockholders, have been duly authorized by all necessary corporate and other actions of Farequest and the Farequest Subsidiaries Identity pursuant to and in accordance with the Laws governing Farequest Identity. The approval of the Identity stockholders has been obtained to execute this Agreement and complete the Farequest SubsidiariesMerger. Seller is the record and beneficial owner of all the shares of stock of Identity. (b) Each of the Farequest and the Farequest Subsidiaries Identity is duly qualified or licensed and in good standing as a foreign corporation, authorized to do business under the Laws of each jurisdiction where the character of the properties owned, leased or used by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed, would not have a Material Adverse Effect on FarequestIdentity. Schedule 3.1(b) sets forth a true, complete and correct list of all jurisdictions in which each of the Farequest and the Farequest Subsidiaries Identity is presently qualified or licensed to do business. (c) True, correct and complete copies of the certificate of incorporation of Farequest Identity (the "FAREQUEST CHARTERS"“Identity Charter”) and bylaws of Farequest Identity (the "FAREQUEST BYLAWS"“Identity Bylaws”) and the charter documents and bylaws (and all amendments thereto), of each of the Farequest Subsidiaries, each as currently in effect, have been delivered to RCGAirbee. Farequest Identity is not in violation of any term of the Farequest Identity Charter or the Farequest Identity Bylaws. None of the Farequest Subsidiaries is in violation of any term of its charter documents or bylaws. (d) This Agreement and the other agreements and instruments to be executed and delivered by Farequest and the Farequest Subsidiaries Identity hereunder or in connection herewith have been or will be duly executed and delivered by Farequest and the Farequest SubsidiariesIdentity, and constitute or will constitute valid and binding obligations of Farequest and the Farequest SubsidiariesIdentity, enforceable against Farequest and the Farequest Subsidiaries Identity in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar Laws now or hereafter in effect relating to creditors' ’ rights generally or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Corporate Organization; Authority. (a) Each of Farequest and its subsidiaries (the "FAREQUEST SUBSIDIARIES") The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation incorporation, and has all requisite corporate power and authority to (i) own, leaselease and operate the properties owned, operate or otherwise hold its properties leased and assets operated by it and to carry on the operations of its business as now being conducted by it. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such licensing or qualification necessary, except in such jurisdictions where the failure to be so duly qualified or licensed or in good standing individually or in the aggregate does not have a Material Adverse Effect (iias defined below). The Company has heretofore made available to Buyer true and complete copies of its articles of organization and bylaws as currently in effect. Listed in Section 3.1 of the disclosure schedule delivered by the Shareholders and the Company to Buyer and dated the date hereof (the "Company Disclosure Schedule") executeis each jurisdiction in which the Company is qualified to do business and in good standing as of the date of this Agreement. As used herein, any reference to a state of facts, event, change or effect having a "Material Adverse Effect" means such state of facts, event, change or effect that has had, has, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations, prospects or financial condition of the Company or the ability of the Company or the Shareholders to consummate the transactions contemplated hereby. (b) The Company has the requisite corporate power and authority to execute and deliver and perform its obligations under this Agreement and each of the other agreements agreements, documents and instruments to be executed and delivered by it hereunder or in connection herewith (the "Company Ancillary Agreements") and to carry out perform its respective obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other agreements and instruments to be executed and delivered by Farequest each Company Ancillary Agreement and the Farequest Subsidiaries performance of its obligations hereunder or in connection herewith, and the consummation by it of the transactions contemplated hereby, subject to obtaining approval of the Farequest stockholders, thereunder have been duly and validly authorized by all necessary corporate and other actions the Board of Farequest and the Farequest Subsidiaries pursuant to and in accordance with the Laws governing Farequest and the Farequest Subsidiaries. (b) Each Directors of the Farequest Company and by the Farequest Subsidiaries is duly qualified requisite vote or licensed and in good standing as a foreign corporation, authorized to do business under the Laws of each jurisdiction where the character of the properties owned, leased or used by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed, would not have a Material Adverse Effect on Farequest. Schedule 3.1(b) sets forth a true, complete and correct list of all jurisdictions in which each of the Farequest and the Farequest Subsidiaries is presently qualified or licensed to do business. (c) True, correct and complete copies of the certificate of incorporation of Farequest (the "FAREQUEST CHARTERS") and bylaws of Farequest (the "FAREQUEST BYLAWS") and the charter documents and bylaws (and all amendments thereto), written consent of each of the Farequest SubsidiariesShareholders and no other corporate proceedings or shareholder proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or any Company Ancillary Agreement. This Agreement has been, and each as currently in effectCompany Ancillary Agreement has been, or will have been delivered prior to RCG. Farequest is not in violation of any term of the Farequest Charter or the Farequest Bylaws. None of the Farequest Subsidiaries is in violation of any term of its charter documents or bylaws. (d) This Agreement and the other agreements and instruments to be executed and delivered by Farequest and the Farequest Subsidiaries hereunder or in connection herewith have been or will be Closing, duly executed and delivered by Farequest the Company and the Farequest Subsidiarieseach constitutes, and constitute or will constitute upon such execution and delivery constitute, assuming due authorization, execution and delivery of this Agreement and each Company Ancillary Agreement by each other party thereto, a valid and binding obligations obligation of Farequest and the Farequest SubsidiariesCompany, enforceable against Farequest and the Farequest Subsidiaries Company in accordance with their respective its terms, except as such enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally or by (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).