Common use of Due Organization, Good Standing, Corporate Power and Subsidiaries Clause in Contracts

Due Organization, Good Standing, Corporate Power and Subsidiaries. (a) Transferor is a corporation duly organized, validly existing and in good standing under the Laws of the State of New York. Transferor and the Purchased Entity have all requisite corporate or limited liability power and authority to own, lease and operate their properties and assets that constitute the Transferred Business and to carry on the Transferred Business as it is now being conducted. Each of Transferor and the Purchased Entity is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated by the Transferred Business or the nature of the Transferred Business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Purchased Entity is a limited company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. IP UK owns all of the Purchased Entity Shares free and clear of all Encumbrances. All of the Purchased Entity Shares have been duly authorized, are validly issued, fully paid and non-assessable and free of any pre-emptive or other similar rights created by statute, the organizational documents of the Purchased Entity, any Contract by which the Purchased Entity or Transferor is bound or otherwise. The Purchased Entity Shares constitute all of the issued and outstanding capital stock of the Purchased Entity. There are not outstanding: (i) any options, warrants or other rights to purchase or acquire from the Purchased Entity any capital stock of the Purchased Entity; (ii) any securities convertible into or exchangeable for shares of capital stock of the Purchased Entity or other securities of the Purchased Entity; (iii) any calls, subscriptions, pre-emptive rights, Contracts or other commitments of any kind for the purchase or issuance of additional shares of capital stock or options, warrants or other securities of the Purchased Entity or (iv) any “phantom stock” or similar obligations of the Purchased Entity. All of the Purchased Entity Shares were issued in compliance with applicable Laws. None of the Purchased Entity Shares were issued in violation of any agreement, arrangement or commitment or in violation of any preemptive or similar rights of any Person. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect to which Transferor, IP UK or the Purchased Entity is party, or by which Transferor, IP UK or the Purchased Entity is bound, with respect to the voting or transfer of any of the Shares or any of the shares of capital stock of the Purchased Entity. The Purchased Entity does not own any shares of capital stock, partnership (limited or general) interest, membership interest or other form of investment (either debt or equity) in any Person. (c) As of the Closing, the Contributed Entity will be a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. As of the Closing, the Contributed Entity will have all requisite limited liability power and authority to own, lease and operate its properties. As of the Closing, the only assets of the Contributed Entity will be the Taxable Augusta Bonds and there will be no liabilities. As of the Closing, the Contributed Entity will be duly qualified or licensed to do business and will be in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated by the Contributed Entity or the nature of the Contributed Entity conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect. As of the Closing, Transferor will own all of the membership interests of the Contributed Entity (the “Contributed Entity Interest”) free and clear of all Encumbrances. As of the Closing, there will not be outstanding: (i) any options, warrants or other rights to purchase or acquire from the Contributed Entity any equity interests of the Contributed Entity; (ii) any securities convertible into or exchangeable for shares of equity interests of Contributed Entity or other securities of the Contributed Entity; (iii) any calls, subscriptions, pre-emptive rights, Contracts or other commitments of any kind for the purchase or issuance of additional equity or options, warrants or other securities of the Contributed Entity or (iv) any “phantom stock” or similar obligations of the Contributed Entity. As of the Closing, the Contributed Entity Interests will have been issued in compliance with applicable Laws and the Contributed Entity Interests will not have been issued in violation of any agreement, arrangement or commitment or in violation of any preemptive or similar rights of any Person. As of the Closing, there will be no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect to which Transferor or the Contributed Entity will be party, or by which Transferor or the Contributed Entity will be bound, with respect to the voting or transfer of any of the Contributed Entity Interests. As of the Closing, the Contributed Entity will not own any shares of capital stock, partnership (limited or general) interest, membership interest or other form of investment (either debt or equity) in any Person.

Due Organization, Good Standing, Corporate Power and Subsidiaries. (a) Transferor Each of Parent and, as of the date hereof, GPI is a corporation duly organized, validly existing and in good standing under the Laws of the State of New YorkDelaware. Transferor Each of Issuer and, as of the Closing, GPI is a limited liability company duly formed, validly existing and in good standing under the Purchased Entity Laws of the State of Delaware. Parent and its Subsidiaries have all requisite corporate or limited liability power and authority to own, lease and operate their properties and assets that constitute the Transferred Business and to carry on the Transferred Business their businesses as it is they are now being conducted. Each of Transferor Parent and the Purchased Entity its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated by the Transferred Business or the nature of the Transferred Business business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to haveprevent, individually materially delay or in materially impair the aggregate, a Material Adverse Effectconsummation of the Transactions. (b) The Purchased Entity is a limited company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. IP UK owns all All of the Purchased Entity Shares outstanding shares of capital stock of, or other equity interests in, each Subsidiary of Parent have been duly authorized and validly issued and are fully paid and non-assessable and are owned directly or indirectly by Parent, free and clear of all Encumbrances. (c) Parent is a holding company that does not, and during the periods covered by the Parent Financial Statements did not, directly own any assets or properties other than the equity interests in Issuer and does not, and during the periods covered by the Parent Financial Statements did not, directly conduct any business. All Issuer directly or indirectly owns all Assets and directly or indirectly conducts all of the Purchased Entity Shares have been business of Parent and its Subsidiaries. (d) The Common Units of Issuer issued to Transferor at the Closing will be duly authorizedauthorized by all necessary limited liability company action on the part of Issuer, are and will be validly issued, fully paid and non-assessable assessable, and free of any pre-emptive or other similar rights created by statute, the organizational documents of the Purchased Entity, any Contract by which the Purchased Entity or Transferor is bound or otherwise. The Purchased Entity Shares constitute all of the issued and outstanding capital stock of the Purchased Entity. There are not outstanding: (i) any options, warrants or other rights to purchase or acquire from the Purchased Entity any capital stock of the Purchased Entity; (ii) any securities convertible into or exchangeable for shares of capital stock of the Purchased Entity or other securities of the Purchased Entity; (iii) any calls, subscriptions, pre-emptive rights, Contracts or other commitments of any kind for the purchase or issuance of additional shares of capital stock or options, warrants or other securities of the Purchased Entity or (iv) any “phantom stock” or similar obligations of the Purchased Entity. All of the Purchased Entity Shares were issued in compliance with applicable Laws. None of the Purchased Entity Shares were issued in violation of any agreement, arrangement or commitment or in violation of any preemptive or similar rights of any Person. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect to which Transferor, IP UK or the Purchased Entity is party, or by which Transferor, IP UK or the Purchased Entity is bound, with respect to the voting or transfer of any of the Shares or any of the shares of capital stock of the Purchased Entity. The Purchased Entity does not own any shares of capital stock, partnership (limited or general) interest, membership interest or other form of investment (either debt or equity) in any Person. (c) As of the Closing, the Contributed Entity will be a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. As of the Closing, the Contributed Entity will have all requisite limited liability power and authority to own, lease and operate its properties. As of the Closing, the only assets of the Contributed Entity will be the Taxable Augusta Bonds and there will be no liabilities. As of the Closing, the Contributed Entity will be duly qualified or licensed to do business and will be in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated by the Contributed Entity or the nature of the Contributed Entity conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect. As of the Closing, Transferor will own all of the membership interests of the Contributed Entity (the “Contributed Entity Interest”) free and clear of all Encumbrances. As of the Closing, there Common Units will not be outstanding: (i) any options, warrants or other rights subject to purchase or acquire from the Contributed Entity any equity interests of the Contributed Entity; (ii) any securities convertible into or exchangeable for shares of equity interests of Contributed Entity or other securities of the Contributed Entity; (iii) any calls, subscriptions, pre-emptive preemptive rights, Contracts or other commitments of any kind for the purchase or issuance of additional equity or options, warrants or other securities of the Contributed Entity or (iv) any “phantom stock” or similar obligations of the Contributed Entity. As of the Closing, the Contributed Entity Interests will have been issued in compliance with applicable Laws and the Contributed Entity Interests will not have been issued in violation of any agreement, arrangement or commitment or in violation of any preemptive or similar rights of any Person. As of the Closing, there will be no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect to which Transferor or the Contributed Entity will be party, or by which Transferor or the Contributed Entity will be bound, with respect to the voting or transfer of any of the Contributed Entity Interests. As of the Closing, the Contributed Entity will not own any shares of capital stock, partnership (limited or general) interest, membership interest or other form of investment (either debt or equity) in any Person.