Common use of Existence; Good Standing; Authority Clause in Contracts

Existence; Good Standing; Authority. (a) The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own, operate and/or lease its properties and carry on its business in all material respects as currently conducted. As of the date of this Agreement, the Company is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such licensure or qualification necessary except where failure to qualify would not be reasonably likely to have, individually, or in the aggregate a Company Material Adverse Effect. The copies of the Bylaws and the Certificate of Incorporation, each as in effect as of the date hereof and made available to Parent’s and MergerCo’s counsel, are complete and correct, and no amendments thereto are pending. (b) The Company has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each of Parent and MergerCo, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

Existence; Good Standing; Authority. (a) The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own, operate and/or lease its properties and carry on its business in all material respects as currently conducted. As of the date of this Agreement, the Company is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such licensure or qualification necessary except where failure to qualify would not be reasonably likely to have, individually, or in the aggregate a Company Material Adverse Effect. The copies of the Bylaws and the Certificate of Incorporation, each as in effect as of the date hereof and made available to Parent’s Parent and MergerCoBuyer’s counsel, are complete and correct, and no amendments thereto are pending. (b) The Company has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each of Parent and MergerCoBuyer, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

Existence; Good Standing; Authority. (a) The Company is a Delaware corporation limited liability company duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own, operate and/or operate, lease and encumber its properties and carry on its business in all material respects as currently conducted. As of the date of this AgreementExcept as set forth on Schedule 2.1(a), the Company is duly licensed or qualified to do business as a foreign corporation in limited liability company under the laws of each other jurisdiction in which the nature character of its properties or in which the transaction of its business or the ownership or leasing of its properties makes such licensure or qualification necessary necessary, except where the failure to qualify be so licensed or qualified would not be reasonably likely to havenot, individually, individually or in the aggregate aggregate, have a Company Material Adverse EffectEffect (as defined in Section 10.3(d)). The copies of the Bylaws Company’s certificate of formation and the Certificate of Incorporationlimited liability company agreement, each as in effect as of the amended to date hereof and made available to Parent’s and MergerCoBuyer’s counsel, are complete and correct, and no amendments thereto are pending. (b) The Company has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Company Boardand its members. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each of Parent and MergerCoBuyer, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity)principles.

Existence; Good Standing; Authority. (a) The Company is a Delaware corporation duly organizedincorporated, validly existing and in good standing under the laws of the State Commonwealth of DelawareMassachusetts. The Company has all requisite corporate power and authority to own, operate and/or operate, lease and encumber its properties and carry on its business in all material respects as currently conducted. As of the date of this Agreement, the The Company is duly licensed or qualified to do business as a foreign corporation in under the laws of each other jurisdiction in which the nature character of its properties or in which the transaction of its business or the ownership or leasing of its properties makes such licensure or qualification necessary necessary, except where the failure to qualify be so licensed or qualified would not be reasonably likely to havenot, individually, individually or in the aggregate a Company Material Adverse Effectaggregate, result in material liability to the Company. The copies of the Bylaws Charter and the Certificate of IncorporationCompany's by-laws, each as in effect as of the amended to date hereof and made available to Parent’s and MergerCo’s Buyer's counsel, are complete and correct, and no amendments thereto are pending. (b) The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the Company Boardpart of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each of Parent and MergerCoBuyer, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity)principles.

Existence; Good Standing; Authority. (a) The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, operate and/or lease its properties and carry on its business in all material respects as currently conducted. The Company has not been dissolved and is not in the process of being dissolved by any corporate resolutions or other action by its directors (or members of similar governing bodies) or equity holders, any Governmental Authority, or by the occurrence of any event or otherwise. As of the date of this Agreement, the Company is in good standing and is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such licensure or qualification necessary except where failure to qualify would not be reasonably likely to have, individually, or in the aggregate aggregate, a Company Material Adverse Effect. The copies of the Bylaws and the Certificate of Incorporation, each as in effect as of the date hereof and made available to Parent’s and MergerCo’s counsel, are complete and correct, and no amendments thereto are pending. (b) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each of Parent Parent, MergerCo and MergerCoSecurityholders’ Representative, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

Existence; Good Standing; Authority. (a) The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own, operate and/or lease its properties and carry on its business in all material respects as currently conducted. As of the date of this Agreement, the Company is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such licensure or qualification necessary except where failure to qualify would not be reasonably likely to have, individually, or in the aggregate a Company Material Adverse Effect. The copies of the Bylaws and the Certificate of Incorporation, each as in effect as of the date hereof and made available to Parent’s Parent and MergerCo’s the Buyers’ counsel, are complete and correct, and no amendments thereto are pending. (b) The Company has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each of Parent and MergerCothe Buyers, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

Existence; Good Standing; Authority. (a) The Company is a Delaware corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of DelawareAlabama. The Company has all requisite power and authority to own, operate and/or lease its properties and carry on its business in all material respects as currently conducted. As of the date of this Agreement, the Company is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such licensure or qualification necessary except where failure to qualify would not be reasonably likely to have, individually, individually or in the aggregate aggregate, a Company Material Adverse Effect. The copies of the Bylaws Operating Agreement and the Certificate Articles of IncorporationOrganization, each as in effect as of the date hereof and made available to Parent’s and MergerCo’s counsel, are complete and correct, and no amendments thereto are pending. (b) The Company has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each of Parent and MergerCo, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

Existence; Good Standing; Authority. (a) The Company is a Delaware corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, operate and/or operate, lease its properties and carry on its business in all material respects as currently conducted. As of the date of this Agreement, the The Company is duly licensed or qualified to do business as a foreign corporation in under the laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such licensure or qualification necessary except where failure to qualify would not be reasonably likely to have, individually, or in the aggregate a Company Material Adverse Effectlisted on Schedule 4.1. The copies of the Bylaws Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and by-laws (the “By-laws”), each as in effect as of the amended to date hereof and made available to Parent’s and MergerCo’s counsel, are complete and correct, and no amendments thereto are pending. The Company is not in violation of any of the provisions of the Certificate of Incorporation or By-laws. (b) The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each of Parent and MergerCo, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

Existence; Good Standing; Authority. (a) The Company is a Delaware corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, operate and/or operate, lease and encumber its properties and carry on its business in all material respects as currently conducted. As of the date of this Agreement, the The Company is duly licensed or qualified to do business as a foreign corporation in under the laws of each other jurisdiction in which the nature character of its properties or in which the transaction of its business or the ownership or leasing of its properties makes such licensure or qualification necessary necessary, except where the failure to qualify be so licensed or qualified would not be reasonably likely to havenot, individually, individually or in the aggregate aggregate, have a Company Material Adverse Effect. The copies of the Bylaws Company’s Sixth Amended and the Restated Certificate of IncorporationIncorporation as in effect on the date hereof (the “Charter”) and by-laws, each as in effect as of the amended to date hereof and made available to Parent’s and MergerCo’s counsel, are complete and correct, and no amendments thereto are pending. (b) The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the Company Boardpart of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each of Parent and MergerCoParent, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity)principles.

Existence; Good Standing; Authority. (a) The Company is a Delaware corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareGeorgia. The Company has all requisite corporate power and authority to own, operate and/or operate, lease its properties and carry on its business in all material respects as currently conducted. As of the date of this Agreement, the The Company is duly licensed or qualified to do business as a foreign corporation in under the laws of each jurisdiction in which the nature character of its business or the ownership or leasing of its properties makes such licensure or qualification necessary except where failure to qualify would not be reasonably likely to have, individuallyproperties, or in which the aggregate a Company Material Adverse Effecttransaction of its business, makes such qualification necessary in any material respect. The Company has made available to Parent accurate and complete copies of the Bylaws Restated Charter and the Certificate of Incorporation, each Company’s bylaws as in effect as of on the date hereof and made available to Parent’s and MergerCo’s counsel, are complete and correct, and no amendments thereto are pendingof this Agreement (the “Bylaws”). (b) The Company has the all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company Boardand the Subsidiaries. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each of Parent and MergerCothe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

Existence; Good Standing; Authority. (a) The Company is a Delaware corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of DelawareNorth Carolina. The Company has all requisite power and authority to own, operate and/or lease its properties and carry on its business in all material respects as currently conducted. As of the date of this Agreement, the Company is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such licensure or qualification necessary except where a failure to qualify would not be reasonably likely to have, individually, individually or in the aggregate aggregate, a Company Material Adverse Effect. The copies of the Bylaws Operating Agreement and the Certificate Articles of IncorporationOrganization, each as in effect as of the date hereof and made available to Parent’s and MergerCo’s counsel, are complete and correct, and no amendments thereto are pending. (b) The Company has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each of Parent and MergerCo, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).