Common use of Incorporation and Authority of the Company Clause in Contracts

Incorporation and Authority of the Company. (a) The Company (i) is a corporation duly incorporated and validly existing under the Laws of the State of Iowa, (ii) is in good standing under the Laws of the State of Iowa, (iii) is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary and (iv) has the requisite corporate power and authority to own, lease or otherwise hold the assets, properties and rights owned and to operate its business as now conducted, except where, in the case of clause (iii), such failures, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has all requisite corporate power and authority to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Agreements to which it is or will be a party. The execution and delivery by the Company of the Transaction Agreements to which it is or will be a party, and the consummation by the Company of the transactions contemplated by, and the performance by the Company of its obligations under, such Transaction Agreements have been duly authorized by all requisite corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to approve or authorize the Transaction Agreements, the consummation by the Company of the transactions contemplated thereby or the performance by the Company of its obligations under such Transaction Agreements. Upon execution and delivery of the Transaction Agreements to which the Company is or will be a party, such Transaction Agreements will be duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party to such Transaction Agreements) such Transaction Agreements will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Seller has made available to Buyer true, complete and correct copies of the organizational documents, stock certificates and minute books of the Company, as amended and in effect as of the date hereof.

Incorporation and Authority of the Company. (a) The Company (i) ------------------------------------------------------- is a corporation duly incorporated and incorporated, validly existing and in good standing under the Laws laws of the State of IowaDelaware and has all necessary corporate power and authority to conduct its business as it is now being conducted, (ii) to own or use the properties and assets that it purports to own or use, to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The Company is duly qualified to do business as a foreign corporation and is in good standing under the Laws laws of each state or other jurisdiction in which either the ownership or use of the State of Iowaproperties owned or used by it, (iii) is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its the activities makes conducted by it, requires such qualification necessary and (iv) has the requisite corporate power and authority to own, lease or otherwise hold the assets, properties and rights owned and to operate its business as now conductedqualification, except wherefor such failures which, in the case of clause (iii), when taken together with all other such failures, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has all requisite corporate power and authority to enter into, consummate . Except for the transactions contemplated by, and carry out its obligations underapproval of the Charter Amendments by the stockholders as described in Section 3.4, the Transaction Agreements to which it is or will be a party. The execution and delivery of this Agreement by the Company, the performance by the Company of the Transaction Agreements to which it is or will be a party, its obligations hereunder and the consummation by the Company of the transactions contemplated by, and the performance by the Company of its obligations under, such Transaction Agreements hereby have been duly authorized by all requisite corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to approve or authorize the Transaction Agreements, the consummation by the Company of the transactions contemplated thereby or the performance by the Company of its obligations under such Transaction Agreements. Upon execution and delivery of the Transaction Agreements to which the Company is or will be a party, such Transaction Agreements will be This Agreement has been duly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by each other party to such Transaction Agreementsof the Noteholders) such Transaction Agreements will constitute, the constitutes a legal, valid and binding obligation of the Company, Company enforceable against it the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Seller . The Company has made available to Buyer true, each Noteholder correct and complete and correct copies of the organizational documents, stock certificates Certificate of Incorporation and minute books the Bylaws of the CompanyCompany and each Subsidiary, as amended and currently in effect as of the date hereofeffect.

Incorporation and Authority of the Company. (a) The Company (i) is a corporation company duly incorporated and organized, validly existing under the Laws laws of the State of IowaSweden, (ii) is in good standing under the Laws of the State of Iowa, (iii) is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification has all necessary and (iv) has the requisite corporate power and authority to own, lease or otherwise hold the assets, properties and rights owned and to operate its respective Properties, to conduct its respective business as now conducted, except where, in the case of clause (iii), such failures, individually or in the aggregate, have not had being conducted and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has all requisite corporate power and authority to enter intointo this Agreement, the Transfer and Assumption Agreement and each other agreement and instrument required to be executed and delivered by it pursuant hereto, and, subject to the approval of this Agreement and the transactions contemplated hereby by Guarantor (the "COMPANY'S STOCKHOLDER APPROVAL") to consummate the transactions contemplated byhereby and thereby. The execution, delivery and carry out its obligations underperformance of this Agreement, the Transaction Agreements Transfer and Assumption Agreement and each other agreement and instrument required to which be executed and delivered by it is or will be a party. The execution and delivery by the Company of the Transaction Agreements to which it is or will be a partypursuant hereto, and the consummation by the Company it of the transactions contemplated byhereby and thereby, and the performance by the Company of its obligations under, such Transaction Agreements have been duly and validly authorized by all requisite corporate action on the part of action, subject to the Company's Stockholder Approval. This Agreement has been, and no additional corporate proceedings on at the part of Closing Date the Company are necessary to approve or authorize Transfer and Assumption Agreement and the Transaction Agreements, the consummation by the Company of the transactions contemplated thereby or the performance by the Company of its obligations under such Transaction Agreements. Upon execution other agreements and delivery of the Transaction Agreements instruments required pursuant hereto and to which the Company is or a party will be a partyhave been, such Transaction Agreements will be duly and validly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Purchaser of this Agreement and by the Purchaser and each other party (other than the Company) to such Transaction Agreements) such Transaction Agreements will constituteany other document delivered hereunder), this Agreement, the Transfer and Assumption Agreement and such other documents at the Closing will constitute a legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject . Nothing in this paragraph 3.01 shall require the Guarantor to provide additional capital support to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)Company. (c) Seller has made available to Buyer true, complete and correct copies of the organizational documents, stock certificates and minute books of the Company, as amended and in effect as of the date hereof.

Incorporation and Authority of the Company. (a) The Company (i) is a corporation duly incorporated and incorporated, validly existing and in good standing under the Laws laws of the State of IowaDelaware and has all necessary corporate power and authority to conduct its business as it is now being conducted, (ii) to own or use the properties and assets that it purports to own or use, to enter into this Agreement, to carry out its obligations hereunder and to consummate the transac- tions contemplated hereby. The Company is duly qualified to do business as a foreign corporation and is in good standing under the Laws laws of each state or other jurisdiction in which either the ownership or use of the State of Iowaproperties owned or used by it, (iii) is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its the activities makes conducted by it, requires such qualification necessary and (iv) has the requisite corporate power and authority to own, lease or otherwise hold the assets, properties and rights owned and to operate its business as now conductedqualification, except wherefor such failures which, in the case of clause (iii), when taken together with all other such failures, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has all requisite corporate power . Except for the stockholder and authority to enter into, consummate the transactions contemplated by, and carry out its obligations underbond-holder approvals described in Section 3.4, the Transaction Agreements to which it is or will be a party. The execution and delivery of this Agreement by the Company, the performance by the Company of the Transaction Agreements to which it is or will be a party, its obligations hereunder and the consummation by the Company of the transactions contemplated by, and the performance by the Company of its obligations under, such Transaction Agreements hereby have been duly authorized by all requisite corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to approve or authorize the Transaction Agreements, the consummation by the Company of the transactions contemplated thereby or the performance by the Company of its obligations under such Transaction Agreements. Upon execution and delivery of the Transaction Agreements to which the Company is or will be a party, such Transaction Agreements will be This Agreement has been duly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by each other party to such Transaction Agreementsof the Purchasers) such Transaction Agreements will constitute, the constitutes a legal, valid and binding obligation of the Company, Company enforceable against it the Company in accordance with its terms. The Company has delivered to each of ITT, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally MS and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Seller has made available to Buyer true, CapRe correct and complete and correct copies of the organizational documents, stock certificates Certificate of Incorporation and minute books the Bylaws of the CompanyCompany and each Subsidiary, as amended and currently in effect as of the date hereofeffect.

Incorporation and Authority of the Company. (a) The Company (i) is a corporation duly incorporated and incorporated, validly existing and in good standing under the Laws laws of the State of IowaDelaware and has all necessary corporate power and authority to conduct its business as it is now being conducted, (ii) to own or use the properties and assets that it purports to own or use, to enter into this Agreement, and to carry out its obligations hereunder to consummate the transactions contemplated hereby. The Company is duly qualified to do business as a foreign corporation and is in good standing under the Laws laws of each state or other jurisdiction in which either the ownership or use of the State of Iowaproperties owned or used by it, (iii) is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its the activities makes conducted by it, requires such qualification necessary and (iv) has the requisite corporate power and authority to own, lease or otherwise hold the assets, properties and rights owned and to operate its business as now conductedqualification, except wherefor such failures which, in the case of clause (iii), when taken together with all other such failures, individually or in the aggregate, have not had and would not reasonably be expected result in any change in, or effect on, the Company, its subsidiaries or their business that is materially adverse to have the business, properties, results of operations, prospects or financial condition of the Company and its subsidiaries, taken as a Company whole (a “Material Adverse Effect. (b) The Company has all requisite corporate power and authority to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Agreements to which it is or will be a party”). The execution and delivery of this Agreement by the Company, the performance by the Company of the Transaction Agreements to which it is or will be a partyits obligations hereunder, and the consummation by the Company of the transactions contemplated by, and the performance by the Company of its obligations under, such Transaction Agreements hereby have been duly authorized by all requisite corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to approve or authorize the Transaction Agreements, the consummation by the Company of the transactions contemplated thereby or the performance by the Company of its obligations under such Transaction Agreements. Upon execution and delivery of the Transaction Agreements to which the Company is or will be a party, such Transaction Agreements will be This Agreement has been duly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery of this Agreement by each other party to such Transaction Agreementsthe Purchasers) such Transaction Agreements will constitute, the constitutes a legal, valid and binding obligation of the Company, Company enforceable against it the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance reorganization or similar Laws relating to or laws affecting creditors’ rights generally and subject, as subject to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Seller has made available to Buyer true, complete and correct copies of the organizational documents, stock certificates and minute books of the Company, as amended and in effect as of the date hereof.