Common use of Existence and Authorization Clause in Contracts

Existence and Authorization. (a) Each Seller is a company duly incorporated and validly existing under the laws of the Commonwealth of The Bahamas and has all corporate powers required to carry on its business as presently conducted. (b) This Agreement and all the agreements entered into in connection with this Agreement have been duly executed by each Seller and constitute legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity. (c) The execution and performance by each Seller of this Agreement and all the agreements entered into in connection with this Agreement are within its corporate powers, do not *****Commercial terms omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. †††††Personal information omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. 39 violate its articles of association and have been duly authorized by all necessary corporate action on its part. (d) Subject to the satisfaction of the relevant Conditions Precedent, the execution and performance of this Agreement and all the agreements entered into in connection with this Agreement by Sellers, to Sellers’ Knowledge: (i) do not violate any applicable law or decision by any Governmental Entity applicable to the Transferred Interests and require no approval or consent by any Governmental Entity which Sellers have not obtained; and (ii) do not violate any agreement or instrument under which Sellers are bound in relation to the Transferred Interests or the Material Contracts, which will have a materially adverse effect on any of the Transferred Interests. (e) There is no lawsuit (including litigation, arbitration or contentious administrative proceedings) in respect of which proceedings have been issued, or investigation or proceeding in respect of which notice of its commencement has been given to or by Sellers or, to Sellers’ Knowledge in each case, threatened in writing by or against Sellers before or by any Governmental Entity or any third party which in any manner challenges or seeks to prevent, materially alter or materially delay the transactions contemplated by this Agreement. (f) No bankruptcy or insolvency proceedings have been issued with respect to Sellers and no Seller is required to file for bankruptcy or insolvency. Each Seller is solvent under the laws of the Commonwealth of The Bahamas and is able to pay its debts as they fall due.

Existence and Authorization. (a) Each Seller The Company (i) is a company corporation duly incorporated and organized, validly existing and in good standing under the Laws of the State of Delaware; (ii) has all requisite power and authority to own and operate its property and to conduct the business that it currently conducts (the “Business”); and (iii) is duly licensed or qualified as a foreign corporation and is in good standing (where such concept is recognized) under the Laws of each jurisdiction in which its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. Section 3.01(a) of the Company Disclosure Schedule lists each jurisdiction in which the Company is so qualified. The Business is conducted by the entities in the Company Group solely through such entities. No jurisdiction, other than those referred to in Section 3.01(a) of the Company Disclosure Schedule, has claimed, in writing or otherwise, that the Company is required to qualify as a foreign corporation or other entity therein for Tax or other purposes. Except for the jurisdictions referred to in Section 3.01(a) of the Company Disclosure Schedule, the Company does not own or lease property in any jurisdiction. (b) Each of the Company’s Subsidiaries (i) is duly organized (and, in the case of the German Subsidiary and Hungarian Subsidiary, incorporated), validly existing and in good standing under the laws of the Commonwealth jurisdiction in which it was formed, such that it is not in default of The Bahamas any obligation to file any document with the commercial register and is not subject to any liquidation, bankruptcy or other proceedings which may lead to its removal from such register; (ii) has all corporate powers requisite power and authority to own and operate its property and to conduct the business that it currently conducts; and (iii) is duly qualified as a foreign entity and is in good standing (where such concept is recognized) under the laws of each jurisdiction in which its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. With respect to each of the Company’s Subsidiaries: (I) Section 3.01(b) of the Company Disclosure Schedule lists each jurisdiction in which such Company Entity is so qualified, (II) no jurisdiction, other than those referred to in Section 3.01(b) of the Company Disclosure Schedule with respect to such Company Entity, has claimed, in writing or otherwise, that such Company Entity is required to carry on qualify as a foreign corporation or other entity therein, and (III) except for the jurisdictions referred to in Section 3.01(b) of the Company Disclosure Schedule with respect to such Company Entity, such Company Entity does not own or lease property in any jurisdiction other than its business as presently conductedjurisdiction of formation. No proceedings have been taken or authorized by any Company Entity or any director or officer of any Company Entity or any of the equity owners of the Company or, to the Knowledge of the Company, by any other Person with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of any of the Company’s Subsidiaries. (bc) This Each share of Preferred Stock is convertible into one share of Common Stock. Execution and delivery of the Stockholder Consents by the Inducing Stockholders prior to the date of this Agreement are the only votes or consents of the holders of any class or series of Company Capital Stock required to (i) adopt this Agreement and all the agreements entered into other Transaction Documents, (ii) approve the Merger on the terms and conditions of this Agreement, in connection accordance with the Company Charter and Sections 228 and 251 of the DGCL, (iii) approve the amendment to the Company Charter as set forth in Section 2.14(d) and (iv) consummate the Merger and the other transactions contemplated hereby and thereby. The Company has full power and authority to execute and deliver this Agreement and each other Transaction Document to which the Company is a party, and to consummate the Merger and each other transaction contemplated by the Transaction Documents to which the Company is a party. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party have been duly authorized by all necessary action on behalf of the Company. This Agreement has been, and, to the extent applicable, each other Transaction Document to which the Company is a party has been, duly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and, to the extent applicable, each Seller and constitute other Transaction Document to which the Company is a party constitutes, the legal, valid and binding obligations obligation of each Sellerthe Company, enforceable against such Seller the Company in accordance with their its terms, subject to applicable bankruptcy, insolvency or insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity. , including principles of commercial reasonableness, good faith and fair dealing (cregardless of whether enforcement is sought in a proceeding at law or in equity) The execution and performance by each Seller of this Agreement and all the agreements entered into in connection with this Agreement are within its corporate powers, do not *****Commercial terms omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. †††††Personal information omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. 39 violate its articles of association and have been duly authorized by all necessary corporate action on its part. (d) Subject to the satisfaction of the relevant Conditions Precedentcollectively, the execution and performance of this Agreement and all the agreements entered into in connection with this Agreement by Sellers, to Sellers’ Knowledge: (i) do not violate any applicable law or decision by any Governmental Entity applicable to the Transferred Interests and require no approval or consent by any Governmental Entity which Sellers have not obtained; and (ii) do not violate any agreement or instrument under which Sellers are bound in relation to the Transferred Interests or the Material Contracts, which will have a materially adverse effect on any of the Transferred Interests“Enforceability Exceptions”). (e) There is no lawsuit (including litigation, arbitration or contentious administrative proceedings) in respect of which proceedings have been issued, or investigation or proceeding in respect of which notice of its commencement has been given to or by Sellers or, to Sellers’ Knowledge in each case, threatened in writing by or against Sellers before or by any Governmental Entity or any third party which in any manner challenges or seeks to prevent, materially alter or materially delay the transactions contemplated by this Agreement. (f) No bankruptcy or insolvency proceedings have been issued with respect to Sellers and no Seller is required to file for bankruptcy or insolvency. Each Seller is solvent under the laws of the Commonwealth of The Bahamas and is able to pay its debts as they fall due.

Existence and Authorization. (a) Each Seller is a company duly incorporated and incorporated, validly existing and in good standing under the laws International Business Companies Act of the Commonwealth of The Bahamas and has all corporate powers required to carry on its business as presently conducted. (b) This Agreement and all the agreements entered into in connection with this Agreement by Seller have been duly executed by each Seller and constitute legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights generally and general principles of equity. (c) The execution and performance by each Seller of this Agreement and all the agreements entered into in connection with this Agreement by Seller and the consummation of the transactions thereunder are within its corporate powers, do not *****Commercial terms omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. †††††Personal information omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. 39 violate its articles of association and have been duly authorized authorised by all necessary corporate action on its part. (d) Subject to the satisfaction of the relevant Conditions Precedent, the execution and performance of this Agreement and all the agreements entered into in connection with this Agreement by Sellers, to Sellers’ KnowledgeSeller and the consummation of the transactions thereunder: (i) to Seller’s Knowledge, do not violate any applicable law or decision by any Governmental Entity applicable to the Transferred Interests Sale Companies and require no approval or consent by any Governmental Entity which Sellers have Seller or any Sale Company has not obtained; and (ii) do not violate any agreement or instrument under which Sellers are Seller is bound in relation to the Transferred Interests or the Material ContractsSale Companies, which will have a materially adverse effect on any of the Transferred InterestsSale Companies. (e) There is no lawsuit (including litigation, arbitration or contentious administrative proceedings) in respect of which proceedings have been issued, or investigation or proceeding in respect of which notice of its commencement has been given to or by Sellers Seller or, to Sellers’ Knowledge in each case, threatened in writing by against Seller or against Sellers any Sale Company before or by any Governmental Entity or any third party which in any manner challenges or seeks to prevent, materially alter or materially delay the transactions contemplated by this Agreement. (f) No bankruptcy or insolvency proceedings have been issued with respect to Sellers Seller and no Seller is not required to file for bankruptcy or insolvency. Each Seller is solvent under the laws of the Commonwealth of The Bahamas and is able to pay its debts as they fall due.

Existence and Authorization. (a) Each Seller of the Purchaser and the Merger Sub (i) is a company corporation duly incorporated and organized, validly existing and in good standing under the laws Laws of the Commonwealth State of Delaware; (ii) has all requisite power and authority to own and operate its property and to conduct the business that it currently conducts; and (iii) is duly licensed or qualified as a foreign corporation and is in good standing (where such concept is recognized) under the Laws of each jurisdiction in which its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to be so licensed, qualified or in good standing would not reasonably be expected to, individually or in the aggregate, materially and adversely the Purchaser’s and the Merger Sub’s ability to consummate the Merger. The Bahamas Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby. The Purchaser owns beneficially and of record all corporate powers required to carry on its business as presently conductedof the outstanding voting securities of the Merger Sub. (b) This Each of the Purchaser and the Merger Sub has full power and authority to execute and deliver this Agreement and all each other Transaction Document to which such entity is a party, and to consummate the agreements entered into in connection with this Agreement have been duly executed Merger and each other transaction contemplated by each Seller and constitute legalthe Transaction Documents to which such entity is a party. The execution, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity. (c) The execution delivery and performance by each Seller the Purchaser and the Merger Sub of this Agreement and all the agreements entered into in connection with this Agreement are within its corporate powers, do not *****Commercial terms omitted and filed separately with other Transaction Documents to which the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. †††††Personal information omitted and filed separately with Purchaser or the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. 39 violate its articles of association and Merger Sub is a party have been duly authorized by all necessary corporate action on its part. (d) Subject behalf of the Purchaser and the Merger Sub. This Agreement has been, and, to the satisfaction extent applicable, each other Transaction Document to which the Purchaser or the Merger Sub is a party has been, or will be, duly executed and delivered by the Purchaser and the Merger Sub, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and, to the extent applicable, each other Transaction Document to which the Purchaser or the Merger Sub is a party constitutes or will constitute, the legal, valid and binding obligation of the relevant Conditions PrecedentPurchaser and the Merger Sub, enforceable against the execution Purchaser and performance of this Agreement and all the agreements entered into Merger Sub in connection accordance with this Agreement by Sellersits terms, to Sellers’ Knowledge: (i) do not violate any applicable law or decision by any Governmental Entity applicable subject to the Transferred Interests and require no approval or consent by any Governmental Entity which Sellers have not obtained; and (ii) do not violate any agreement or instrument under which Sellers are bound in relation to the Transferred Interests or the Material Contracts, which will have a materially adverse effect on any of the Transferred InterestsEnforceability Exceptions. (e) There is no lawsuit (including litigation, arbitration or contentious administrative proceedings) in respect of which proceedings have been issued, or investigation or proceeding in respect of which notice of its commencement has been given to or by Sellers or, to Sellers’ Knowledge in each case, threatened in writing by or against Sellers before or by any Governmental Entity or any third party which in any manner challenges or seeks to prevent, materially alter or materially delay the transactions contemplated by this Agreement. (f) No bankruptcy or insolvency proceedings have been issued with respect to Sellers and no Seller is required to file for bankruptcy or insolvency. Each Seller is solvent under the laws of the Commonwealth of The Bahamas and is able to pay its debts as they fall due.