Common use of Existence; Authority; Binding Effect Clause in Contracts

Existence; Authority; Binding Effect. The Company and each subsidiary of the Company is (i) duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and (ii) duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing as that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (as defined below) on the Company. The execution and delivery of this Agreement, the Additional Agreements and any other agreements or instruments executed or to be executed and delivered in connection herewith, and the consummation of the transactions contemplated hereby and thereby, by the Company, including the issuance and delivery of the Exchange Transaction Shares to the Noteholder pursuant to this Agreement, have been duly and validly authorized and approved by the board of directors of the Company and no other actions on the part of the Company are necessary in respect thereof. This Agreement is, and each of the Additional Agreements and the other agreements and instruments executed hereunder by the Company in connection herewith will be, a valid and binding obligation of the Company, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Existence; Authority; Binding Effect. The Company and each subsidiary of the Company Noteholder is (i) duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and organization. The Noteholder has full legal capacity, power and authority to ownexecute and deliver this Agreement, lease the Additional Agreements, and operate its properties any other agreements or instruments executed or to be executed by it in connection herewith and to carry on its business as it is now being conducted consummate the transactions contemplated herein and (ii) duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing as that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (as defined below) on the Companytherein. The execution execution, delivery and delivery performance by the Noteholder of this Agreement, the Additional Agreements and any other agreements or instruments executed or to be executed and delivered by the Noteholder in connection herewith, and the consummation of the transactions contemplated hereby and thereby, thereby by the Company, including the issuance and delivery of the Exchange Transaction Shares to the Noteholder pursuant to this AgreementNoteholder, have been duly and validly authorized and approved by the board of directors or other governing body of the Company Noteholder, and no other actions on the part of the Company Noteholder are necessary in respect thereof. This Agreement is, and each of the Additional Agreements and the other agreements and instruments executed hereunder by the Company Noteholder in connection herewith will be, a valid and binding obligation of the CompanyNoteholder, in each case, to the extent party thereto, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Existence; Authority; Binding Effect. The Company and each subsidiary of the Company Such Holder is (i) duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and organization. Such Holder has full legal capacity, power and authority to own, lease execute and operate its properties and to carry on its business as it is now being conducted and (ii) duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing as that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (as defined below) on the Company. The execution and delivery of deliver this Agreement, and any other agreements or instruments executed or to be executed by it in connection herewith and to consummate the Additional Agreements Transaction. The execution, delivery and performance by such Holder of this Agreement and any other agreements or instruments executed or to be executed and delivered by the Holders in connection herewith, and the consummation of the transactions Transaction contemplated hereby and thereby, thereby by the Company, including the issuance and delivery of the Exchange Transaction Shares to the Noteholder pursuant to this AgreementHolders, have been duly and validly authorized and approved by the board of directors or other governing body of the Company such Holder, and no other actions on the part of the Company such Holder are necessary in respect thereof. This Agreement is, and each of the Additional Agreements and the other agreements and instruments executed hereunder by the Company Holders in connection herewith herewith, will be, be a valid and binding obligation of such Holder, in each case, to the Companyextent party thereto, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”).

Existence; Authority; Binding Effect. The Company and each subsidiary of the Company Such Noteholder is (i) duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and organization. Such Noteholder has full legal capacity, power and authority to ownexecute and deliver this Agreement, lease the other Transaction Documents and operate its properties any other agreements or instruments executed or to be executed by it in connection herewith and to carry on its business as it is now being conducted consummate the transactions contemplated herein and (ii) duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing as that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (as defined below) on the Companytherein. The execution execution, delivery and delivery performance by such Noteholder of this Agreement, the Additional Agreements other Transaction Documents and any other agreements or instruments executed or to be executed and delivered by such Noteholder in connection herewith, and the consummation of the transactions contemplated hereby and thereby, thereby by the Company, including the issuance and delivery of the Exchange Transaction Shares to the Noteholder pursuant to this Agreementsuch Noteholder, have been duly and validly authorized and approved by the board of directors or other governing body of the Company such Noteholder, and no other actions on the part of the Company such Noteholder are necessary in respect thereof. This Agreement is, and each of the Additional Agreements other Transaction Documents and the other agreements and instruments executed hereunder by the Company such Noteholder in connection herewith will be, a valid and binding obligation of such Noteholder, in each case, to the Companyextent party thereto, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”).

Existence; Authority; Binding Effect. The Company and each subsidiary of the Company Such Noteholder is (i) duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and organization. Such Noteholder has full legal capacity, power and authority to ownexecute and deliver this Agreement, lease the Additional Agreements, the Consent attached hereto as Exhibit C (the “Consent”), to which the form of Second Supplemental Indenture (the “Supplemental Indenture”) is attached, and operate its properties any other agreements or instruments executed or to be executed by it in connection herewith and to carry on its business as it is now being conducted consummate the transactions contemplated herein and (ii) duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing as that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (as defined below) on the Companytherein. The execution execution, delivery and delivery performance by such Noteholder of this Agreement, the Additional Agreements Agreements, the Consent and any other agreements or instruments executed or to be executed and delivered by such Noteholder in connection herewith, and the consummation of the transactions contemplated hereby and thereby, thereby by the Company, including the issuance and delivery of the Exchange Transaction Shares to the Noteholder pursuant to this Agreementsuch Noteholder, have been duly and validly authorized and approved by the board of directors or other governing body of the Company such Noteholder, and no other actions on the part of the Company such Noteholder are necessary in respect thereof. This Each of this Agreement and the Consent is, and each of the Additional Agreements and the other agreements and instruments executed hereunder by the Company such Noteholder in connection herewith will be, a valid and binding obligation of such Noteholder, in each case, to the Companyextent party thereto, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Consent, and every proxy or agency authority granted therein, is a continuing consent as such term is used in the Indenture, is coupled with an interest and is irrevocable for the term of this Agreement.

Existence; Authority; Binding Effect. The Company and each subsidiary of the Company is (i) The Noteholder is duly incorporated or organizedformed, validly existing and in good standing or active under the laws of its jurisdiction of organization and organization. (ii) The Noteholder has full legal capacity, power and authority to own, lease execute and operate its properties deliver this Agreement and any other agreements or instruments executed or to be executed by it in connection herewith and to carry on its business as it is now being conducted consummate the transactions contemplated herein and therein. (iiiii) duly qualified or licensed as a foreign corporation to do businessThe execution, delivery and is in good standing, in each jurisdiction where performance by the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing as that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (as defined below) on the Company. The execution and delivery Noteholder of this Agreement, the Additional Agreements Agreement and any other agreements or instruments executed or to be executed and delivered by the Noteholder in connection herewith, and the consummation of the transactions contemplated hereby by this Agreement and thereby, thereby by the Company, including the issuance and delivery of the Exchange Transaction Shares to the Noteholder pursuant to this AgreementNoteholder, have been duly and validly authorized and approved by the board of directors or other governing body of the Company Noteholder, and no other actions on the part of the Company Noteholder are necessary in respect thereof. . (iv) This Agreement is, and each of the Additional Agreements and the other agreements and instruments executed hereunder by the Company Noteholder in connection herewith will be, a valid and binding obligation of the CompanyNoteholder, in each case, enforceable against the Noteholder in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Existence; Authority; Binding Effect. The Company and each subsidiary of the Company Each Viasystems Party is (i) duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of or organization and has full power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and (ii) duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing as that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (as defined below) on such Viasystems Party. Group owns, beneficially and of record, directly or indirectly all of the Companyoutstanding capital stock of its subsidiaries, including, without limitation, Viasystems, Inc. (“Viasystems”). The execution Each Viasystems Party has full legal capacity, power and delivery of authority to execute and deliver this Agreement, the Additional Agreements Agreement and any other agreements or instruments executed or to be executed and delivered by it in connection herewith, herewith and the consummation of to consummate the transactions contemplated hereby and thereby, by the Company, including the issuance and delivery of the Exchange Transaction Shares to the Noteholder pursuant to this Agreement, have been duly and validly authorized and approved by the board of directors of the Company and no other actions on the part of the Company are necessary in respect thereofherein or therein. This Agreement is, and each of the Additional Agreements and the other agreements and instruments executed hereunder by the Company such Viasystems Party in connection herewith will be, each be a valid and binding obligation of the Company, such Viasystems Party enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Existence; Authority; Binding Effect. The Company Undersigned and each subsidiary of the Company Noteholder is (i) duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and organization. The Undersigned has full legal capacity, power and authority to own, lease execute and operate its properties and to carry on its business as it is now being conducted and (ii) duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing as that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (as defined below) on the Company. The execution and delivery of deliver this Agreement, and any other agreements or instruments executed or to be executed by it in connection herewith and to consummate the Additional Agreements transactions contemplated herein and therein. The execution, delivery and performance by the Undersigned and each of the Noteholders of this Agreement and any other agreements or instruments executed or to be executed and delivered by the Undersigned or any of the Noteholders in connection herewith, and the consummation of the transactions contemplated hereby and thereby, thereby by the Company, including the issuance Undersigned and delivery any of the Exchange Transaction Shares to the Noteholder pursuant to this AgreementNoteholders, have been duly and validly authorized and approved by the board of directors or other governing body of the Company Undersigned (for itself and in connection with the authority granted to the Undersigned by each Noteholder), and no other actions on the part of the Company Undersigned or any of the Noteholders (including any notices, filings or consents) are necessary in respect thereof. This Agreement has been duly executed and delivered by the Undersigned, and this Agreement is, and each of the Additional Agreements and the other agreements and instruments executed hereunder by the Company Undersigned in connection herewith will be, a valid and binding obligation of the CompanyUndersigned and each of the Noteholders, in each case, to the extent party thereto, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”).

Existence; Authority; Binding Effect. The Company and each subsidiary of the Company is (i) Such Noteholder is duly incorporated or organized, validly existing and in good standing or active under the laws of its jurisdiction of organization and organization. (ii) Such Noteholder has full legal capacity, power and authority to own, lease execute and operate its properties deliver this Agreement and any other agreements or instruments executed or to be executed by it in connection herewith and to carry on its business as it is now being conducted consummate the transactions contemplated herein and (ii) duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing as that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (as defined below) therein. The signatory on the Company. signature page hereto executing this Agreement as advisor to the entities listed on Schedule I hereto has all necessary power and authority (corporate, partnership, LLC or otherwise) to execute this Agreement on behalf of such entities listed on Schedule I hereto. (iii) The execution execution, delivery and delivery performance by such Noteholder of this Agreement, the Additional Agreements Agreement and any other agreements or instruments executed or to be executed and delivered by such Noteholder in connection herewith, and the consummation of the transactions contemplated hereby and thereby, thereby by the Company, including the issuance and delivery of the Exchange Transaction Shares to the Noteholder pursuant to this Agreementsuch Noteholder, have been duly and validly authorized and approved by the board of directors or other governing body of the Company such Noteholder, and no other actions on the part of the Company such Noteholder are necessary in respect thereof. . (iv) This Agreement is, and each of the Additional Agreements and the other agreements and instruments executed hereunder by the Company such Noteholder in connection herewith will be, a valid and binding obligation of the Companysuch Noteholder, in each case, enforceable against such Noteholder in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).