Common use of Existence and Good Standing Clause in Contracts

Existence and Good Standing. Bucyrus and each Subsidiary thereof is a corporation or other business entity duly incorporated or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization. Each of Bucyrus and its Subsidiaries has all requisite corporate or other power and authority to own its assets and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification or license except where the failure to be so qualified or licensed would not reasonably be expected, individually or in the aggregate, to have a Bucyrus Material Adverse Effect. For purposes of this Agreement, the term “Bucyrus Material Adverse Effect” means any change, effect, occurrence, circumstance or development that has a material adverse effect on the business, properties, assets, results of operations or financial condition of Bucyrus and its Subsidiaries, taken as a whole, but shall exclude any effects resulting from or relating to (i) events affecting the United States, Canada, Europe, Asia, Australia or global economy or capital or financial markets generally; (ii) events that generally affect the industries in which Bucyrus and its Subsidiaries or their customers conduct business; (iii) changes in Law, U.S. GAAP, or in the authoritative interpretations thereof applicable to Bucyrus and its Subsidiaries; (iv) earthquakes or similar catastrophes, or acts of war (whether declared or undeclared), sabotage, terrorism, military action or any material escalation or worsening thereof; or (v) the execution, announcement or existence of this Agreement or the transactions contemplated hereby; provided, however, that in each case of (i), (ii), (iii) and (iv), in the event such change, effect, occurrence, state of facts, circumstance or development has, or would have reasonably be expected to have, a materially disproportionate adverse effect on Bucyrus and its Subsidiaries, relative to other Persons manufacturing and selling the same products made by Bucyrus and its Subsidiaries in the industries in which Bucyrus and its Subsidiaries operate then it shall be a Bucyrus Material Adverse Effect.

Existence and Good Standing. Bucyrus The Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Ohio and is duly authorized, qualified or licensed to do business as a foreign corporation in each Subsidiary thereof of the jurisdictions set forth on Schedule 6.1, which are the only jurisdictions in which it is required to be so qualified, except to the extent the failure to be so qualified or licensed would not reasonably be expected to have a Buyer Material Adverse Effect. Each of the Merger Subs and Checksmart is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Checksmart is duly authorized, qualified or licensed to do business as a foreign corporation in each of the jurisdictions set forth on Schedule 6.1, which are the only jurisdictions in which it is required to be so qualified, except to the extent the failure to be so qualified or licensed would not reasonably be expected to have a Buyer Material Adverse Effect. Each of Checksmart’s Subsidiaries is a corporation or other business entity limited liability company, as applicable, duly incorporated or organizedformed, as applicable, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization. Each of Bucyrus and its Subsidiaries has all requisite corporate or other power and authority to own its assets and to carry on its business formation, as now being conducted applicable, and is duly authorized, qualified or licensed to do business and is as a foreign corporation or limited liability company, as applicable, in good standing in the jurisdictions each jurisdiction in which the ownership of its property or the conduct nature of its business requires makes such qualification or license except necessary, other than in such jurisdictions where the failure to be so qualified or licensed would not reasonably be expected, individually or in the aggregate, expected to have a Bucyrus Buyer Material Adverse Effect. For purposes The Buyer Parties have made available to the Seller Representative true, complete and correct copies of this Agreementthe certificate of incorporation or formation and bylaws or limited liability company agreement (or comparable organizational documents) of the Checksmart Parties, each as currently in effect and reflecting any and all amendments thereto. Such organizational documents are in full force and effect and none of the term “Bucyrus Material Adverse Effect” means Checksmart Parties is in violation of any change, effect, occurrence, circumstance or development that has a material adverse effect on the business, properties, assets, results of operations or financial condition of Bucyrus and its Subsidiaries, taken as a whole, but shall exclude any effects resulting from or relating to (i) events affecting the United States, Canada, Europe, Asia, Australia or global economy or capital or financial markets generally; (ii) events that generally affect the industries in which Bucyrus and its Subsidiaries or their customers conduct business; (iii) changes in Law, U.S. GAAP, or in the authoritative interpretations thereof applicable to Bucyrus and its Subsidiaries; (iv) earthquakes or similar catastrophes, or acts of war (whether declared or undeclared), sabotage, terrorism, military action or any material escalation or worsening provision thereof; or (v) the execution, announcement or existence of this Agreement or the transactions contemplated hereby; provided, however, that in each case of (i), (ii), (iii) and (iv), in the event such change, effect, occurrence, state of facts, circumstance or development has, or would have reasonably be expected to have, a materially disproportionate adverse effect on Bucyrus and its Subsidiaries, relative to other Persons manufacturing and selling the same products made by Bucyrus and its Subsidiaries in the industries in which Bucyrus and its Subsidiaries operate then it shall be a Bucyrus Material Adverse Effect.

Existence and Good Standing. Bucyrus and each Subsidiary thereof The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and is duly authorized, qualified or other licensed to do business entity as a foreign corporation in each of the jurisdictions set forth on Schedule 5.1, which are the only jurisdictions in which it is required to be so qualified, except to the extent the failure to be so qualified or licensed would not reasonably be expected to have a Company Material Adverse Effect. Each of CCCS Holdings and CCCS Opco is a limited liability company duly incorporated organized, validly existing and in good standing under the Laws of the State of Delaware and is duly authorized, qualified or organizedlicensed to do business as a foreign limited liability company in each of the jurisdictions set forth on Schedule 5.1, which are the only jurisdictions in which it is required to be so qualified, except to the extent the failure to be so qualified or licensed would not reasonably be expected to have a Company Material Adverse Effect. Each of CCCS Opco’s Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization. Each of Bucyrus and its Subsidiaries has all requisite corporate or other power and authority to own its assets and to carry on its business as now being conducted and is duly authorized, qualified or licensed to do business and is as a foreign corporation in good standing in each of the jurisdictions set forth on Schedule 5.1, which are the only jurisdictions in which such Subsidiary is required to be so qualified, except to the ownership of its property or the conduct of its business requires such qualification or license except where extent the failure to be so qualified or licensed would not reasonably be expected, individually or in the aggregate, expected to have a Bucyrus Company Material Adverse Effect. For purposes The Seller Parties have made available to the Buyer true, complete and correct copies of this Agreement, the term “Bucyrus Material Adverse Effect” means any change, effect, occurrence, circumstance certificate of formation or development that has a material adverse effect on incorporation and limited liability company agreement or bylaws (or comparable organizational documents) of the business, properties, assets, results Company and each of operations or financial condition of Bucyrus and its the Company’s Subsidiaries, taken each as a whole, but shall exclude currently in effect and reflecting any effects resulting from or relating to (i) events affecting and all amendments thereto. Such organizational documents are in full force and effect and neither the United States, Canada, Europe, Asia, Australia or global economy or capital or financial markets generally; (ii) events that generally affect Company nor any of the industries Company’s Subsidiaries is in which Bucyrus and its Subsidiaries or their customers conduct business; (iii) changes in Law, U.S. GAAP, or in the authoritative interpretations thereof applicable to Bucyrus and its Subsidiaries; (iv) earthquakes or similar catastrophes, or acts violation of war (whether declared or undeclared), sabotage, terrorism, military action or any material escalation or worsening provision thereof; or (v) the execution, announcement or existence of this Agreement or the transactions contemplated hereby; provided, however, that in each case of (i), (ii), (iii) and (iv), in the event such change, effect, occurrence, state of facts, circumstance or development has, or would have reasonably be expected to have, a materially disproportionate adverse effect on Bucyrus and its Subsidiaries, relative to other Persons manufacturing and selling the same products made by Bucyrus and its Subsidiaries in the industries in which Bucyrus and its Subsidiaries operate then it shall be a Bucyrus Material Adverse Effect.

Existence and Good Standing. Bucyrus and each Subsidiary thereof (a) Each of the Selling Entities is a corporation or other business an entity duly incorporated or organized, validly existing and and, where applicable, in good standing under the Laws of its the jurisdiction of incorporation or its organization. Each of Bucyrus and its Subsidiaries the Selling Entities has all requisite corporate or other equivalent power and authority to own own, lease and operate its assets (including, as applicable, the HoldCo Shares, the Shares and the Subsidiary Shares), rights and properties and to carry on conduct its business as now being it is presently conducted and is duly qualified or to transact business, is duly licensed to do business and and, where applicable, is in good standing in the jurisdictions each jurisdiction in which the ownership of its property assets, rights and properties owned, leased or operated by it or in which the conduct of its business requires makes such licensing or qualification necessary, except where the failure to have such power and authority or license be so licensed, qualified or, where applicable, in good standing does not constitute a Company Material Adverse Effect. (b) The Company is an entity duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization. Each other member of the Company Group is an entity duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization, except where the failure to be so qualified or licensed would organized, existing and, where applicable, in good standing does not reasonably be expected, individually or in the aggregate, to have constitute a Bucyrus Company Material Adverse Effect. For purposes Each member of this Agreementthe Company Group has all requisite power and authority to own, lease and operate its assets, rights and properties and conduct the term “Bucyrus Material Adverse Effect” means any change, effect, occurrence, circumstance or development that has a material adverse effect on the Business as it is presently conducted by such Person and is duly qualified to transact business, propertiesis duly licensed and, where applicable, is in good standing in each jurisdiction in which the assets, results of operations rights and properties owned, leased or financial condition of Bucyrus and its Subsidiaries, taken as a whole, but shall exclude any effects resulting from operated by it or relating to (i) events affecting the United States, Canada, Europe, Asia, Australia or global economy or capital or financial markets generally; (ii) events that generally affect the industries in which Bucyrus and its Subsidiaries the conduct of the Business by such Person makes such licensing or their customers conduct business; (iii) changes in Lawqualification necessary, U.S. GAAPexcept where the failure to have such power or authority or be so licensed, or in the authoritative interpretations thereof applicable to Bucyrus and its Subsidiaries; (iv) earthquakes or similar catastrophesqualified or, or acts of war (whether declared or undeclared), sabotage, terrorism, military action or any material escalation or worsening thereof; or (v) the execution, announcement or existence of this Agreement or the transactions contemplated hereby; provided, however, that in each case of (i), (ii), (iii) and (iv)where applicable, in the event such change, effect, occurrence, state of facts, circumstance or development has, or would have reasonably be expected to have, good standing does not constitute a materially disproportionate adverse effect on Bucyrus and its Subsidiaries, relative to other Persons manufacturing and selling the same products made by Bucyrus and its Subsidiaries in the industries in which Bucyrus and its Subsidiaries operate then it shall be a Bucyrus Company Material Adverse Effect. (c) The Sellers have made available to Buyer copies of the Governing Documents (including all amendments, modifications and other changes thereto) that, except for de minimis exceptions, are complete and correct in all respects, in each case, as in effect on the date hereof, of each of the members of the Company Group and of each Company Joint Venture. (d) Each of the Selling Entities, the members of the Company Group and, to the Sellers’ Knowledge, the Company Joint Ventures is solvent under the Laws of its jurisdiction of organization and is able to pay its Indebtedness as it becomes due. (e) Since the date of its incorporation, HoldCo has not conducted any business or other activities and has no, and prior to the Closing will have no, assets, liabilities or obligations of any nature, in each case other than those incident to its formation and pursuant to this Agreement and the transactions contemplated by this Agreement and the Ancillary Agreements.

Existence and Good Standing. Bucyrus and each Subsidiary thereof (a) Buyer is a corporation or other business entity duly incorporated or organizedincorporated, validly existing and in good standing under the Laws of its jurisdiction the State of incorporation or organizationDelaware. Each of Bucyrus and its Subsidiaries Buyer has all requisite corporate or other power and authority to own own, lease and operate its assets (including the Buyer Shares), rights and properties and to carry on conduct its business as now being it is presently conducted and is duly qualified or to transact business, is duly licensed to do business and and, where applicable, is in good standing in the jurisdictions each jurisdiction in which the ownership of its property assets, rights and properties owned, leased or operated by it or in which the conduct of its business requires makes such licensing or qualification necessary, except where the failure to have such power and authority or license be so licensed, qualified or, where applicable, in good standing does not constitute a Buyer Material Adverse Effect. (b) Each of Buyer’s Subsidiaries is an entity duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization, except where the failure to be so qualified or licensed would organized, existing and, where applicable, in good standing does not reasonably be expected, individually or in the aggregate, to have constitute a Bucyrus Buyer Material Adverse Effect. For purposes Each of this AgreementBuyer’s Subsidiaries has all requisite power and authority to own, the term “Bucyrus Material Adverse Effect” means any changelease and operate its assets, effect, occurrence, circumstance or development that has a material adverse effect on the rights and properties and conduct its business as it is presently conducted and is duly qualified to transact business, propertiesis duly licensed and, where applicable, is in good standing in each jurisdiction in which the assets, results of operations rights and properties owned, leased or financial condition of Bucyrus and its Subsidiaries, taken as a whole, but shall exclude any effects resulting from operated by it or relating to (i) events affecting the United States, Canada, Europe, Asia, Australia or global economy or capital or financial markets generally; (ii) events that generally affect the industries in which Bucyrus and the conduct of its Subsidiaries business makes such licensing or their customers conduct business; (iii) changes in Lawqualification necessary, U.S. GAAPexcept where the failure to have such power or authority or be so licensed, or in the authoritative interpretations thereof applicable to Bucyrus and its Subsidiaries; (iv) earthquakes or similar catastrophesqualified or, or acts of war (whether declared or undeclared), sabotage, terrorism, military action or any material escalation or worsening thereof; or (v) the execution, announcement or existence of this Agreement or the transactions contemplated hereby; provided, however, that in each case of (i), (ii), (iii) and (iv)where applicable, in the event such change, effect, occurrence, state of facts, circumstance or development has, or would have reasonably be expected to have, good standing does not constitute a materially disproportionate adverse effect on Bucyrus and its Subsidiaries, relative to other Persons manufacturing and selling the same products made by Bucyrus and its Subsidiaries in the industries in which Bucyrus and its Subsidiaries operate then it shall be a Bucyrus Buyer Material Adverse Effect. (c) Buyer has made available to the Sellers complete and correct copies of its Governing Documents (including all amendments, modifications and other changes thereto) that, except for de minimis exceptions, are complete and correct in all respects, in each case, as in effect on the date hereof. (d) Buyer and each of its Subsidiaries is solvent under the Laws of its jurisdiction of organization and is able to pay its Indebtedness as it becomes due.

Existence and Good Standing. Bucyrus and each Subsidiary thereof (a) The Seller is a corporation or other business entity duly incorporated or organized, validly existing and in good standing under the Laws laws of its jurisdiction the State of incorporation or organizationDelaware. Each of Bucyrus and its Subsidiaries The Seller has all requisite corporate or other the power and authority to own its assets the Assets and other properties and to carry on its business the Replacement Vehicle Business as now being conducted and conducted. The Seller is duly qualified or licensed to do business and is in good standing in the jurisdictions each jurisdiction in which the ownership character or location of its property the Assets or other properties owned or leased by the Seller and used in the Replacement Vehicle Business or the conduct nature of its business requires the Replacement Vehicle Business makes such qualification or license necessary, except where the failure to be so qualified or licensed would not reasonably be expected, individually or in the aggregate, to have a Bucyrus Material Adverse Effect. (b) The Seller has the corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. For purposes The execution, delivery and performance of this Agreementeach of the Transaction Documents to which it is a party, and the term “Bucyrus Material Adverse Effect” means any changeconsummation by it of the transactions contemplated hereby and thereby, effect, occurrence, circumstance or development that has a material adverse effect been duly authorized and approved by its Board of Directors and no other corporate action on the businesspart of the Seller or its shareholders is necessary to authorize and to consummate the execution, propertiesdelivery and performance by the Seller of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. Each of the Transaction Documents to which it is a party has been duly executed and delivered by the Seller and is a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, assetsexcept to the extent that its enforceability may be subject to applicable bankruptcy, results insolvency, reorganization and similar laws affecting the enforcement of operations or financial condition creditors' rights generally and by general equitable principles. (c) The execution and delivery by the Seller of Bucyrus the Transaction Documents to which it is a party and its Subsidiaries, taken as a whole, but shall exclude any effects resulting from or relating to the consummation by the Seller of the transactions contemplated hereby and thereby will not: (i) events affecting the United States, Canada, Europe, Asia, Australia violate any provision of its Certificate of Incorporation or global economy or capital or financial markets generallyof its By-Laws; (ii) events that generally affect violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to the industries in Seller or by which Bucyrus and any of its Subsidiaries properties or their customers conduct businessassets may be bound; (iii) changes in Law, U.S. GAAPrequire any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority or other Person (other than under the HSR Act (it being understood that no representation is made pursuant to the preceding clause (ii) or this clause (iii) in the authoritative interpretations thereof applicable to Bucyrus and its Subsidiariesrespect of any bulk transfers laws); or (iv) earthquakes result in a violation or similar catastrophesbreach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or acts result in the creation of war (whether declared any lien, security interest, charge or undeclared)encumbrance upon any of the Assets, sabotageunder any of the terms, terrorismconditions or provisions of any note, military action bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or other instrument or obligation to which the Seller is a party, or by which it or any material escalation of its properties or worsening thereof; or (v) the execution, announcement or existence of this Agreement or the transactions contemplated hereby; provided, however, that in each case of (i), (ii), (iii) and (iv), in the event such change, effect, occurrence, state of facts, circumstance or development has, or would have reasonably assets may be expected to have, a materially disproportionate adverse effect on Bucyrus and its Subsidiaries, relative to other Persons manufacturing and selling the same products made by Bucyrus and its Subsidiaries in the industries in which Bucyrus and its Subsidiaries operate then it shall be a Bucyrus Material Adverse Effectbound.

Existence and Good Standing. Bucyrus and each Subsidiary thereof (a) The Company is a --------------------------- corporation or other business entity duly incorporated or organized, validly existing and in good standing under the Laws laws of its jurisdiction the State of incorporation or organization. Each of Bucyrus Delaware and its Subsidiaries has all requisite corporate or other power and authority to own own, lease and operate its assets properties and to carry on its business as now being conducted and conducted. The Company is duly qualified or licensed as a foreign corporation to do business and conduct its business, and, to the extent such concept is applicable, is in good standing in the jurisdictions each jurisdiction in which the ownership character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified or licensed would not have a Material Adverse Effect. (b) Each Material Subsidiary is a corporation duly organized, validly existing and, to the extent such concept is applicable, is in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Subsidiary is duly qualified or licensed as a foreign corporation to do business and, to the extent such concept is applicable, is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the conduct nature of its the business requires conducted by it makes such qualification or license necessary, except where the failure to be so qualified or licensed would not reasonably be expected, individually or in the aggregate, to have a Bucyrus Material Adverse Effect. For purposes of As used in this Agreement, the term “Bucyrus Material Adverse Effect” means any change, effect, occurrence, circumstance or development that has a material adverse effect on the business, properties, assets, results of operations or financial condition of Bucyrus and its Subsidiaries, taken as a whole, but shall exclude any effects resulting from or relating to (i) events affecting "SUBSIDIARY" shall mean any Person of which the United StatesCompany (either alone or together with other Subsidiaries of the Company) owns, Canadadirectly or indirectly, Europemore than 50% of the stock or other equity interests that are generally entitled to vote for the election of the board of directors or other governing body of such Person, Asia, Australia or global economy or capital or financial markets generally; (ii) events "MATERIAL SUBSIDIARY" shall mean any Subsidiary that generally affect is a Significant Subsidiary of the industries in which Bucyrus Company within the meaning of Rule 102 of Regulation S-X under the Securities Exchange Act of 1934, as amended, and its Subsidiaries or their customers conduct business; (iii) changes in Law, U.S. GAAP, or in the authoritative interpretations thereof applicable to Bucyrus and its Subsidiaries; (iv) earthquakes or similar catastrophes, or acts of war (whether declared or undeclared), sabotage, terrorism, military action or any material escalation or worsening thereof; or (v) the execution, announcement or existence of this Agreement or the transactions contemplated hereby; provided, however, that in each case of (i), (ii), (iii) and (iv), in the event such change, effect, occurrence, state of facts, circumstance or development has, or would have reasonably be expected to have, a materially disproportionate adverse effect on Bucyrus and its Subsidiaries, relative to other Persons manufacturing and selling the same products made by Bucyrus and its Subsidiaries in the industries in which Bucyrus and its Subsidiaries operate then it shall be a Bucyrus Material Adverse Effect.

Existence and Good Standing. Bucyrus and each Subsidiary thereof (a) QELP is a corporation or other business entity limited partnership duly incorporated or organizedformed, validly existing and in good standing under the Laws laws of its jurisdiction the State of incorporation or organizationDelaware. QEGP is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Each of Bucyrus and its Subsidiaries has all requisite corporate or other power and authority to own its assets and to carry on its business as now being conducted and the QELP Parties is duly registered or qualified or licensed to do business and is in good standing in under the jurisdictions laws of any jurisdiction in which the ownership character of its property the properties owned or leased by it therein or in which the conduct transaction of its business requires such qualification or license qualification, except where the failure to be so qualified or licensed would not reasonably be expectedin good standing, individually or in the aggregate, has not had and is not reasonably likely to have a Bucyrus QELP Material Adverse Effect. For purposes Each of the QELP Parties has all requisite limited partnership or limited liability company power and authority to own, operate and lease its properties and to carry on its business as now conducted. The copies of the organizational documents of each of the QELP Parties previously provided to QRC and QMLP are true and correct and contain all amendments as of the date of this Agreement. (b) As used in this Agreement, the term “Bucyrus QELP Material Adverse Effect” means means, with respect to the QELP Parties and each of their direct or indirect Subsidiaries (collectively, the “QELP Entities”), any change, effect, event, occurrence, circumstance state of facts or development that individually or in the aggregate has a material adverse effect on or change in (i) the business, assets, properties, assetsliabilities, financial condition or results of operations or financial condition of Bucyrus and its Subsidiariesthe QELP Entities, taken as a whole, but shall exclude except to the extent that any effects resulting such change or effect arises or results from (A) changes in general economic, capital market, regulatory or relating to political conditions or changes in law or accounting policies or the interpretation thereof, (iB) events affecting the United States, Canada, Europe, Asia, Australia or global economy or capital or financial markets generally; (ii) events changes that affect generally affect the industries in which Bucyrus and its Subsidiaries the QELP Entities are engaged, (C) any change in the trading prices or their customers conduct business; trading volume of the QELP Common Units (iiibut not any change or effect underlying such change in prices or volume to the extent such change or effect would otherwise constitute a QELP Material Adverse Effect), (D) any changes or fluctuations in Lawthe prices of oil, U.S. GAAPnatural gas or any other commodity, (E) the announcement or pendency of this Agreement, including any loss of sales or loss of employees or labor disputes or employee strikes, slowdowns, job actions or work stoppages or labor union activities, (F) any war, act of terrorism, civil unrest, acts of God or similar events occurring after the date of this Agreement, (G) any action taken or not taken by a QELP Party with the consent or at the direction of QRC or QMLP or in the authoritative interpretations thereof applicable order to Bucyrus and its Subsidiaries; (iv) earthquakes or similar catastrophes, or acts of war (whether declared or undeclared), sabotage, terrorism, military action or any material escalation or worsening thereof; or (v) the execution, announcement or existence of comply with this Agreement or (H) STP Newco, or (ii) the ability of the QELP Entities to consummate the transactions contemplated hereby; provided, however, that in each case of (i), (ii), (iii) and (iv), in by this Agreement or fulfill the event such change, effect, occurrence, state of facts, circumstance or development has, or would have reasonably be expected conditions to have, a materially disproportionate adverse effect on Bucyrus and its Subsidiaries, relative to other Persons manufacturing and selling the same products made by Bucyrus and its Subsidiaries in the industries in which Bucyrus and its Subsidiaries operate then it shall be a Bucyrus Material Adverse EffectClosing.

Existence and Good Standing. Bucyrus and each Subsidiary thereof (a) SciQuest is a corporation or other business entity duly incorporated or organized, validly existing and in good standing under the Laws laws of its jurisdiction the State of incorporation or organizationDelaware. Each of Bucyrus and its Subsidiaries SciQuest has all requisite corporate or other power and authority to own enter into and deliver this Agreement and the other Transaction Documents to which SciQuest is a party, to perform its assets obligations hereunder and thereunder and to carry on consummate the transactions contemplated hereby and thereby. SciQuest's execution, delivery and performance of this Agreement and the other Transaction Documents to which SciQuest is a party, and SciQuest's consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all corporate action required of SciQuest by applicable Law or its business as now being conducted Organizational Documents. This Agreement and the other Transaction Documents to which SciQuest is a party constitute the valid and legally binding obligations of SciQuest, enforceable against SciQuest in accordance with their respective terms. (b) Merger Sub is a corporation duly qualified or licensed to do business organized, validly existing and is in good standing in under the jurisdictions in laws of the State of Delaware. Merger Sub has all requisite power and authority to enter into and deliver this Agreement and the other Transaction Documents to which the ownership of its property or the conduct of its business requires such qualification or license except where the failure to be so qualified or licensed would not reasonably be expected, individually or in the aggregateMerger Sub is a party, to have a Bucyrus Material Adverse Effectperform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. For purposes of this Agreement, the term “Bucyrus Material Adverse Effect” means any change, effect, occurrence, circumstance or development that has a material adverse effect on the business, properties, assets, results of operations or financial condition of Bucyrus and its Subsidiaries, taken as a whole, but shall exclude any effects resulting from or relating to (i) events affecting the United States, Canada, Europe, Asia, Australia or global economy or capital or financial markets generally; (ii) events that generally affect the industries in which Bucyrus and its Subsidiaries or their customers conduct business; (iii) changes in Law, U.S. GAAP, or in the authoritative interpretations thereof applicable to Bucyrus and its Subsidiaries; (iv) earthquakes or similar catastrophes, or acts of war (whether declared or undeclared), sabotage, terrorism, military action or any material escalation or worsening thereof; or (v) the Merger Sub's execution, announcement or existence delivery and performance of this Agreement or and the other Transaction Documents to which Merger Sub is a party, and Merger Sub's consummation of the transactions contemplated hereby; providedhereby and thereby, howeverhave been duly and validly authorized by all corporate action required of Merger Sub by applicable Law or its Organizational Documents. This Agreement and the other Transaction Documents to which Merger Sub is a party constitute the valid and legally binding obligations of Merger Sub, that enforceable against Merger Sub in each case of (i), (ii), (iii) and (iv), in the event such change, effect, occurrence, state of facts, circumstance or development has, or would have reasonably be expected to have, a materially disproportionate adverse effect on Bucyrus and its Subsidiaries, relative to other Persons manufacturing and selling the same products made by Bucyrus and its Subsidiaries in the industries in which Bucyrus and its Subsidiaries operate then it shall be a Bucyrus Material Adverse Effectaccordance with their respective terms.