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

Existence; Good Standing; Authority. (a) Parent is a corporation validly existing and in good standing under the laws of the State of Florida. MergerCo is a corporation validly existing and in good standing under the laws of the State of Delaware. Each of Parent and MergerCo is duly licensed or qualified to do business as a foreign corporation under the laws of any other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or MergerCo to perform its obligations under this Agreement. Each of Parent and MergerCo has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as currently conducted. (b) Each of Parent and MergerCo has the corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Parent or MergerCo, as applicable, pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the performance by each of Parent and MergerCo of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Parent and MergerCo, as applicable. This Agreement has been duly executed and delivered by each of Parent and MergerCo and, assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes a legal, valid and binding obligation of each of Parent and MergerCo, enforceable against Parent and MergerCo, as applicable, 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.

Existence; Good Standing; Authority. (a) Parent Surebridge is a corporation validly existing and in good standing under the laws of the State of Florida. MergerCo is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Parent Surebridge has all requisite corporate power and MergerCo authority and all necessary governmental licenses, authorizations, consents and approvals to own, operate, lease and encumber its properties and carry on its business as currently operated and conducted. Surebridge is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any each other jurisdiction in which the character or ownership of its properties or in which the transaction or character of its business makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the ability Material Adverse Effect. Schedule 2.1 hereto sets forth a true, correct and complete list of Parent all foreign jurisdictions in which Surebridge is so qualified or MergerCo licensed and in good standing. The copies of Surebridge's certificate of incorporation and by-laws, each as amended to perform date and in full force and effect, have been provided or made available to NaviSite's counsel, and are complete and correct, and no amendments thereto are pending. Surebridge is not in violation of any provision of its obligations under this Agreementcertificate of incorporation or by-laws. Each The books and records, minute books, stock record books and other similar records of Parent Surebridge, all of which have been made available to NaviSite's counsel and MergerCo has all requisite corporate power NaviSite, are true, correct and authority to own, operate, lease and encumber its properties and carry on its business as currently conductedcomplete. (b) Each of Parent and MergerCo Surebridge has the corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Parent or MergerCo, as applicable, Surebridge pursuant to this Agreement and the Ancillary Agreements and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement by Surebridge, the performance by each of Parent and MergerCo Surebridge of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Parent and MergerCo, as applicableSurebridge. This Agreement has been duly executed and delivered by each of Parent and MergerCo Surebridge and, assuming the due authorization, execution and delivery of this Agreement by the CompanyNaviSite, this Agreement constitutes a legal, valid and binding obligation of each of Parent and MergerCoSurebridge, enforceable against Parent and MergerCo, as applicable, Surebridge in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium . No other corporate or similar laws affecting creditors’ rights generally action on the part of the Company is necessary to authorize the execution and delivery of this Agreement by general equitable principlesthe Company or the consummation by the Company of the transactions contemplated hereby.

Existence; Good Standing; Authority. (a) Parent The Buyer is a corporation validly existing and in good standing under the laws of the State of Florida. MergerCo is a corporation corporation, validly existing and in good standing under the laws of the State of Delaware. The Buyer Parent is a corporation, validly existing and in good standing under the laws of the State of Missouri. Each of Buyer and Buyer Parent and MergerCo is duly licensed or qualified to do business as a foreign corporation under the laws of any other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have a material adverse effect on the ability of Buyer and Buyer Parent or MergerCo to perform its their obligations under this Agreement. Each of Buyer and Buyer Parent and MergerCo has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as currently conducted. (b) Each of Buyer and Buyer Parent and MergerCo has the corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Parent or MergerCo, as applicable, it pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the performance by each of Buyer and Buyer Parent and MergerCo of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Parent Buyer and MergerCo, as applicableBuyer Parent. This Agreement has been duly executed and delivered by each of Buyer and Buyer Parent and MergerCo and, assuming the due authorization, execution and delivery of this Agreement by the Stockholders and the Company, this Agreement constitutes a legal, valid and binding obligation of each of Parent Buyer and MergerCoBuyer Parent, enforceable against Buyer and Buyer Parent and MergerCo, as applicable, 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.

Existence; Good Standing; Authority. (a) Parent Buyer is a corporation validly existing and in good standing under the laws of the State of Florida. MergerCo is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Parent Buyer has all requisite corporate power and MergerCo authority and all necessary governmental licenses, authorizations, consents and approvals to own, operate, lease and encumber its properties and carry on its business as currently operated and conducted. Buyer is duly licensed or qualified to do business as a foreign corporation corporation, and is in good standing under the laws of any other jurisdiction in which the character or ownership of its properties or in which the transaction or character of its business makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the ability Material Adverse Effect. Buyer is not in violation of Parent any provision of its certificate of incorporation or MergerCo to perform its obligations under this Agreement. Each of Parent and MergerCo has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as currently conductedbylaws. (b) Each of Parent and MergerCo Buyer has the corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Parent or MergerCo, as applicable, Buyer pursuant to this Agreement and the Ancillary Agreements and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the performance by each of Parent and MergerCo Buyer of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent and MergerCo, as applicableBuyer. This Agreement has been duly executed and delivered by each of Parent and MergerCo Buyer and, assuming the due authorization, execution and delivery of this Agreement by the CompanyCompany and the Stockholders, this Agreement constitutes a legal, valid and binding obligation of each of Parent and MergerCoBuyer, enforceable against Parent and MergerCo, as applicable, Buyer in accordance with its terms, except as such enforceability may be limited . No other action on the part of Buyer is necessary to authorize the execution and delivery of this Agreement by bankruptcy, insolvency, reorganization, moratorium Buyer or similar laws affecting creditors’ rights generally and the consummation by general equitable principlesBuyer of the transactions contemplated hereby.

Existence; Good Standing; Authority. (a) Parent The Buyer is a corporation validly existing and in good standing under the laws of the State of Florida. MergerCo is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and MergerCo The Buyer is duly licensed or qualified to do business as a foreign corporation limited liability company and is in good standing under the laws of any other jurisdiction in which the character of its the properties owned or leased by it therein or in which the transaction transactions of its business makes such qualification necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, have a material adverse effect on the ability of Parent or MergerCo the Buyer to perform its obligations under this Agreement. Each of Parent and MergerCo The Buyer has all requisite corporate limited liability company power and authority to own, operate, lease and encumber its properties and carry on its business as currently now conducted. (b) Each of Parent and MergerCo The Buyer has the corporate limited liability company power and authority to execute and deliver this Agreement and each agreementthe Closing Documents to which it is a party, document and instrument to be executed and delivered by or on behalf of Parent or MergerCo, as applicable, pursuant to this Agreement and to carry out the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution and delivery of this AgreementAgreement and the Closing Documents to which it is a party, the performance by each of Parent and MergerCo the Buyer of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate limited liability company action on the part of Parent the Buyer, and MergerCono other limited liability company proceedings on the part of the Buyer are required to authorize this Agreement or the Closing Documents to which it is a party, as applicableor to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Parent and MergerCo the Buyer and, assuming the due authorization, execution and delivery of this Agreement by the Companyother parties to this Agreement, this Agreement constitutes a legal, valid and binding obligation of each of Parent and MergerCothe Buyer, enforceable against Parent and MergerCo, as applicable, the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ ' rights generally and or by general equitable principles.

Existence; Good Standing; Authority. (a) Each Parent Party is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida. MergerCo is a corporation validly existing and in good standing under the laws Laws of the State of Delaware. Each of Parent Party has the full corporate power to own, lease and MergerCo operate its properties and to carry on its business as now being conducted and as now proposed to be conducted. Each Parent Party is duly qualified or licensed or qualified to do business and is in good standing as a foreign corporation under the laws of in each jurisdiction except for any other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or licensed that has not had or qualified would not, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Parent Material Adverse Effect. The copies of Parent’s certificate of incorporation (as amended and in effect, the ability “Parent Certificate of Incorporation”)) and by-laws (as amended and in effect, the “Parent or MergerCo By-laws”), and of MergerCo’s certificate of incorporation and by-laws, in each case, as amended and in effect, made available to perform its obligations under the Company’s counsel, are complete and correct, and, except as contemplated by this Agreement, no amendments thereto are pending. Parent is not in violation of any of the provisions of the Parent Certificate of Incorporation or the Parent By-laws and MergerCo is not in violation of any of the provisions of its certificate of incorporation or by-laws. (b) Each of Ultimate Parent, Parent and MergerCo has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as currently conducted. (b) Each of Parent and MergerCo has the corporate power and authority to execute and deliver enter into this Agreement and each agreementof the other Transaction Documents to which it is a party, document and instrument to be executed and delivered by or on behalf of Parent or MergerCo, as applicable, pursuant to this Agreement and to carry out consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the performance by each of Ultimate Parent, Parent and MergerCo of its obligations hereunder this Agreement and the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including the Merger) have been duly authorized by all requisite necessary corporate action on and no further action is required to authorize this Agreement, the part Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, including the Merger, subject only to receipt of Parent’s approval as sole stockholder of MergerCo. This Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, including the Merger, have been approved by the Board of Directors (including by any committee thereof) of each of Ultimate Parent, Parent and MergerCoMergerCo in each case, as applicableto the extent a party to this Agreement and/or the Transaction Documents. This Agreement has been been, and each of the Transaction Documents to which each of Ultimate Parent, Parent and MergerCo is a party will be at the Closing, duly executed and delivered by each of Parent and MergerCo such Person and, assuming the due authorization, execution and delivery of this Agreement by the Companyother parties hereto and thereto (other than Ultimate Parent, Parent and MergerCo), this Agreement constitutes a legalconstitutes, and in the case of the Transaction Documents they will at Closing constitute, valid and binding obligation obligations of each of Ultimate Parent, Parent and MergerCo, enforceable against Parent and MergerCo, as applicable, it in accordance with its their respective terms, except as such enforceability may be limited by subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or and similar laws Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesprinciples of equity; provided, however, that the Certificate of Merger will not be effective until filed with the Secretary of State of the State of Delaware.

Existence; Good Standing; Authority. (a) Each of Buyer and Parent is a corporation validly existing and in good standing under the laws of the State of Florida. MergerCo is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Buyer and Parent has all requisite corporate power and MergerCo authority and all necessary governmental licenses, authorizations, consents and approvals to own, operate, lease and encumber its properties and carry on its business as currently operated and conducted. Each of Buyer and Parent is duly licensed or qualified to do business as a foreign corporation corporation, and is in good standing under the laws of any other jurisdiction in which the character or ownership of its properties or in which the transaction or character of its business makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or MergerCo to perform its obligations under this AgreementMaterial Adverse Effect. Each of Buyer and Parent and MergerCo has all requisite corporate power and authority to own, operate, lease and encumber is not in violation of any provision of its properties and carry on its business as currently conductedcertificate of incorporation or bylaws. (b) Each of Buyer and Parent and MergerCo has the corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of each of Parent or MergerCo, as applicable, and Buyer pursuant to this Agreement and the Ancillary Agreements and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement by each of Buyer and Parent, the performance by each of Buyer and Parent and MergerCo of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent each of Buyer and MergerCo, as applicableParent. This Agreement has been duly executed and delivered by each of Buyer and Parent and MergerCo and, assuming the due authorization, execution and delivery of this Agreement by the CompanySellers, this Agreement constitutes a legal, valid and binding obligation of each of Parent Buyer and MergerCoParent, enforceable against Buyer and Parent and MergerCo, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium . No other corporate or similar laws affecting creditors’ rights generally action on the part of each of Buyer and Parent is necessary to authorize the execution and delivery of this Agreement by general equitable principlesBuyer or Parent or the consummation by Buyer or Parent of the transactions contemplated hereby.

Existence; Good Standing; Authority. (a) Parent SYI and SYUK each is a corporation is duly incorporated, validly existing and in good standing under the laws of the State jurisdiction of Floridaits organization. MergerCo is a corporation validly existing SYI and in good standing under the laws of the State of DelawareSYUK each has all requisite corporate power and authority and all necessary governmental licenses, authorizations, consents and approvals to own, operate, lease and encumber its properties and carry on its business as currently operated and conducted. Each of Parent SYI and MergerCo SYUK each is duly licensed or qualified to do business as a foreign corporation corporation, and is in good standing under the laws of any other jurisdiction in which the character or ownership of its properties or in which the transaction or character of its business makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the ability Material Adverse Effect. Neither SYI nor SYUK is in violation of Parent any provision of its certificate of incorporation or MergerCo to perform its obligations under this Agreement. Each of Parent and MergerCo has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as currently conductedbylaws. (b) Each of Parent SYI and MergerCo SYUK each has the corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Parent or MergerCo, as applicable, SYI and SYUK each pursuant to this Agreement and the Ancillary Agreements and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the performance by each of Parent SYI and MergerCo SYUK of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent SYI and MergerCo, as applicableSYUK. No other corporate or similar action on the part of each of SYI is necessary to authorize the execution and delivery of this Agreement by SYI and SYUK or the consummation by SYI and SYUK of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent SYI and MergerCo SYUK and, assuming the due authorization, execution and delivery of this Agreement by the CompanyStockholders, this Agreement constitutes a legal, valid and binding obligation of each of Parent SYI and MergerCoSYUK, enforceable against Parent SYI and MergerCo, as applicable, SYUK 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.

Existence; Good Standing; Authority. (a) Each of Buyer and Parent is a corporation validly existing and in good standing under the laws of the State of Florida. MergerCo is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Buyer and Parent has all requisite corporate power and MergerCo authority and all necessary governmental licenses, authorizations, consents and approvals to own, operate, lease and encumber its properties and carry on its business as currently operated and conducted. Each of Buyer and Parent is duly licensed or qualified to do business as a foreign corporation corporation, and is in good standing under the laws of any other jurisdiction in which the character or ownership of its properties or in which the transaction or character of its business makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or MergerCo to perform its obligations under this AgreementMaterial Adverse Effect. Each of Buyer and Parent and MergerCo has all requisite corporate power and authority to own, operate, lease and encumber is not in violation of any provision of its properties and carry on its business as currently conductedcertificate of incorporation or bylaws. (b) Each of Buyer and Parent and MergerCo has the corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of each of Parent or MergerCo, as applicable, and Buyer pursuant to this Agreement and the Ancillary Agreements and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the performance by each of Buyer and Parent and MergerCo of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each of Buyer and Parent. No other corporate or similar action on the part of each of Buyer and Parent is necessary to authorize the execution and MergerCo, as applicabledelivery of this Agreement by Buyer or Parent or the consummation by Buyer or Parent of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Buyer and Parent and MergerCo and, assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes a legal, valid and binding obligation of each of Parent Buyer and MergerCoParent, enforceable against Buyer and Parent and MergerCo, as applicable, 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.

Existence; Good Standing; Authority. (a) Parent Seller is a corporation validly existing and in good standing under the laws of the State of Florida. MergerCo is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and MergerCo is duly licensed or qualified to do business as a foreign corporation under the laws of any other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or MergerCo to perform its obligations under this Agreement. Each of Parent and MergerCo Seller has all requisite corporate limited liability company power and authority to own, operate, and lease and encumber its properties and carry on its business as currently conducted. . The copies of Seller's Certificate of Formation (bthe "Seller Certificate") Each of Parent and MergerCo Limited Liability Company Agreement, including Seller's by-laws (the "Seller LLC Agreement"), each as amended to date and made available to Buyer or its Representatives, are accurate and complete, and no amendments thereto are pending. Seller has the corporate limited liability company power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Parent or MergerCo, as applicable, Seller pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the performance by each of Parent and MergerCo Seller of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Parent Seller and MergerCo, as applicableits equityholders. This Agreement has been duly executed and delivered by each of Parent and MergerCo Seller and, assuming the due authorization, execution and delivery of this Agreement by the CompanyBuyer, this Agreement constitutes a legal, valid and binding obligation of each of Parent and MergerCoSeller, enforceable against Parent and MergerCo, as applicable, Seller 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 principlesprinciples (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The Company is a corporation duly incorporated, 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, lease its properties and carry on its business as currently conducted. The Company is duly licensed or qualified to do business as a foreign corporation under the laws of each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so licensed or qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to own, operate, lease its properties and carry on its business as currently conducted. The copies of the Company's Certificate of Incorporation (the "Company Charter") and by-laws (the "Company By-laws"), each as amended to date and made available to Buyer or its Representatives, are accurate and complete, and no amendments thereto are pending. Seller has made available to Buyer accurate and complete copies of (i) the stock records of the Company, and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company, the Board of Directors of the Company and all committees thereof. There has not been any material violation of any of the provisions of the Company Charter or the Company By-Laws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's stockholders, the Board of Directors of the Company or any committee thereof.

Existence; Good Standing; Authority. (a) Parent The Company is a corporation validly existing and in good standing under the laws of the State of Florida. MergerCo is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and MergerCo The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any each other jurisdiction in which the character or ownership of its properties or in which the transaction or character of its business makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on Material Adverse Effect. Schedule 3.01 hereto sets forth a true, correct and complete list of all foreign jurisdictions in which the ability Company is so qualified or licensed and in good standing. The copies of Parent the certificate of incorporation and bylaws (collectively, the “Organizational Documents”) of the Company, each as amended to date and in full force and effect, have been provided or MergerCo made available to perform Buyer’s counsel, and are complete and correct, and no amendments thereto are pending. The Company is not in violation of any provision of its obligations under this AgreementOrganizational Documents. Each The books and records, minute books, stock record books and other similar records of Parent the Company, all of which have been delivered or made available to Buyer’s counsel and MergerCo has all requisite corporate power Buyer, are true, correct and authority to own, operate, lease and encumber its properties and carry on its business as currently conductedcomplete. (b) Each of Parent and MergerCo The Company has the corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Parent or MergerCo, as applicable, the Company pursuant to this Agreement and the Ancillary Agreements and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement by the Company, the performance by each of Parent and MergerCo 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 part of Parent and MergerCo, as applicablethe Company. This Agreement has been duly executed and delivered by each of Parent the Company and MergerCo the Stockholders and, assuming the due authorization, execution and delivery of this Agreement by the CompanyBuyer, this Agreement constitutes a legal, valid and binding obligation of each of Parent the Company and MergerCothe Stockholders, enforceable against Parent the Company and MergerCo, as applicable, the Stockholders in accordance with its terms, except as such enforceability may be limited . No other action on the part of the Company is necessary to authorize the execution and delivery of this Agreement by bankruptcy, insolvency, reorganization, moratorium the Company or similar laws affecting creditors’ rights generally and the consummation by general equitable principlesthe Company of the transactions contemplated hereby.

Existence; Good Standing; Authority. (a) Parent IXI is a corporation validly existing and in good standing under the laws of the State of Florida. MergerCo is a corporation Delaware limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Each of Parent IXI has all requisite limited liability company power and MergerCo authority and all necessary governmental licenses, authorizations, consents and approvals to own, operate, lease and encumber its respective properties and carry on its respective businesses as currently operated and conducted. IXI is duly licensed or qualified to do business as a foreign corporation corporation, and is in good standing under the laws of any other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on Material Adverse Effect. IXI is not in violation of any provision of its certificate of formation or limited liability company agreement. (b) Buyer is a Delaware corporation duly formed, validly existing and in good standing under the ability laws of Parent or MergerCo to perform its obligations under this Agreementthe State of Delaware. Each of Parent and MergerCo Buyer has all requisite corporate power and authority and all necessary governmental licenses, authorizations, consents and approvals to own, operate, lease and encumber its respective properties and carry on its respective businesses as currently operated and conducted. Buyer is duly licensed or qualified to do business as currently conducteda foreign corporation, and is in good standing under the laws of any other jurisdiction in which the character of its business makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. Buyer is not in violation of any provision of its certificate of incorporation or bylaws. (bc) Each of Parent and MergerCo IXI has the corporate limited liability company power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Parent or MergerCo, as applicable, IXI pursuant to this Agreement and the Ancillary Agreements (as hereinafter defined) and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement by IXI, the performance by each IXI of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of IXI. This Agreement has been duly executed and delivered by IXI and, assuming the due authorization, execution and delivery of this Agreement by Parent and MergerCo Seller, this Agreement constitutes a legal, valid and binding obligation of IXI, enforceable against IXI in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity. No other limited liability company or similar action on the part of IXI is necessary to authorize the execution and delivery of this Agreement by IXI or the consummation by IXI of the transactions contemplated hereby. (d) Buyer has the corporate power and authority to assume this Agreement and to execute and deliver a joinder to this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Buyer pursuant to this Agreement and the Ancillary Agreements (as hereinafter defined) and to carry out the transactions contemplated hereby and thereby. The assumption of this Agreement by Buyer, the execution and delivery of the joinder to this Agreement by Buyer, the performance by Buyer of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Parent and MergerCo, as applicableBuyer. This Agreement has been duly executed contributed to, assumed by, and delivered executed, delivered, and joined by each of Parent and MergerCo Buyer and, assuming the due authorization, execution and delivery of this Agreement by the CompanyParent and Seller, this Agreement constitutes a legal, valid and binding obligation of each of Parent and MergerCoBuyer, enforceable against Parent and MergerCo, as applicable, Buyer in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting relating to creditors’ rights generally and general principles of equity. No other corporate or similar action on the part of Buyer is necessary to authorize the execution and delivery of the joinder to this Agreement by general equitable principlesBuyer or the consummation by Buyer of the transactions contemplated hereby.