Common use of Incorporation and Authority Clause in Contracts

Incorporation and Authority. Each of Seller, Seller Parent, the Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by Seller, Seller Parent and the Company of this Agreement and by Seller, Seller Parent and the Company of the Ancillary Agreements to which it will be a party, and the consummation by Seller, Seller Parent and the Company of the transactions contemplated on its part hereby and thereby, have been duly authorized by all necessary company action on the part of Seller, Seller Parent and the Company. This Agreement has been, and, to the extent Seller or the Company is a party thereto, the Ancillary Agreements will at the Closing be, duly executed and delivered by Seller, Seller Parent and/or the Company, as applicable, and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and when executed and delivered, to the extent Seller, Seller Parent or the Company is a party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicable, enforceable against Seller, Seller Parent and/or the Company, as applicable, in accordance with their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).

Incorporation and Authority. Each of Seller, Seller Parent, the Company and each Company Subsidiary Such Acquiror is an entity a corporation duly organizedincorporated, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other the its jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have has all necessary corporate power and authority to enter into this Agreement and the each Ancillary Agreements Agreement to which it will is to be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by Seller, Seller Parent and the Company such Acquiror of this Agreement and by Seller, Seller Parent and the Company of the each Ancillary Agreements Agreement to which it will is to be a party, the performance by such Acquiror of its obligations hereunder and thereunder and the consummation by Seller, Seller Parent and the Company such Acquiror of the transactions contemplated on its part hereby and thereby, thereby have been duly authorized approved by all necessary company action on of the part Board of Seller, Seller Parent Directors and the Companystockholders of such Acquiror. This Agreement has been, and, at each Closing, each Ancillary Agreement delivered at such Closing to the extent Seller or the Company which such Acquiror is a party thereto, the Ancillary Agreements will at the Closing be, duly executed and delivered by Seller, Seller Parent and/or the Company, as applicablesuch Acquiror, and (assuming due authorization, execution and delivery by THCI of this Agreement and by THCI, a THCI Partnership or a THCI Subsidiary, as the other parties theretocase may be, of such Ancillary Agreement) this Agreement constitutes, and when executed and delivered, to the extent Seller, Seller Parent or the Company is a party thereto, the such Ancillary Agreements constitute or will constitute, as the case may be, legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicable, such Acquiror enforceable against Seller, Seller Parent and/or the Company, as applicable, such Acquiror in accordance with their respective terms, except as enforceability may be limited by bankruptcy Lawssubject to the effect of any applicable bankruptcy, other reorganization, insolvency (including, without limitation, all Laws relating to fraudulent transfers), moratorium or similar Laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equitylaw).

Incorporation and Authority. Each of Seller, Seller Parent, the Company and each Company Subsidiary The Purchaser is an entity duly organized, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and . The Purchaser has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and authority to conduct carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on its business as currently conducted. Except as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, adversely affect the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as Purchaser’s ability to require such qualification. Seller has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on its part hereby and therebya timely basis. The execution and delivery by Seller, Seller Parent and the Company Purchaser of this Agreement and by Seller, Seller Parent and the Company of the Ancillary Agreements Documents to which it the Purchaser is or will be a party, party and the consummation by Seller, Seller Parent and the Company Purchaser of the transactions contemplated on its part hereby by this Agreement and thereby, the Ancillary Documents to which the Purchaser is or will be a party have been or will be duly authorized by all necessary company requisite corporate or other similar organizational action on the part of Seller, Seller Parent and the CompanyPurchaser. This Agreement has been, and, and the other Ancillary Documents to which the extent Seller Purchaser is or the Company is will be a party thereto, the Ancillary Agreements will at the Closing be, duly executed and delivered by Seller, Seller Parent and/or the Company, as applicable, and (assuming Purchaser. Assuming due authorization, execution and delivery by the other parties thereto) hereto, this Agreement constitutes, and when executed and delivered, the other Ancillary Documents to which the extent Seller, Seller Parent Purchaser is or the Company is will be a party thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligations obligation of Seller, Seller Parent and/or the Company, as applicablePurchaser, enforceable against Seller, Seller Parent and/or the Company, as applicable, it in accordance with their respective terms, except as enforceability may be limited by bankruptcy Lawssubject in each case to the effect of any applicable bankruptcy, other reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding in equity or at law or in equitylaw).

Incorporation and Authority. Each of SellerParent and Sub is a limited liability company, Seller Parent, the Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller the State of Delaware and has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate limited liability company power and authority to own, lease and operate its properties and to carry on its business as currently conducted, and to enter into this Agreement and each other agreement, document, instrument or certificate to be executed by Parent or Sub in connection with the Ancillary Agreements to which it will be a partyconsummation of the transactions contemplated by this Agreement (together with this Agreement, such agreements, documents, instruments and certificates being, the "Purchaser Documents"), to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by Seller, Seller Parent and the Company of this Agreement and the other Purchaser Documents by Seller, Seller each of Parent and Sub, the Company performance by each of the Ancillary Agreements to which it will be a party, Parent and Sub of its obligations hereunder and thereunder and the consummation by Seller, Seller each of Parent and the Company Sub of the transactions contemplated on its part hereby and thereby, thereby have been duly authorized by all necessary requisite limited liability company action on the part of SellerParent, Seller Parent its members and the CompanySub. This Agreement has been, and, to and each of the extent Seller or the Company is a party thereto, the Ancillary Agreements other Purchaser Documents at Closing will at the Closing be, duly executed and delivered by Seller, Seller each of Parent and/or the Company, as applicableand Sub, and (assuming due authorization, execution and delivery by each of the parties hereto and thereto other parties theretothan Parent and Sub) this Agreement constitutes, and each of the other Purchaser Documents when so executed and delivered, to the extent Seller, Seller Parent or the Company is a party thereto, the Ancillary Agreements delivered will constitute, legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicable, and Sub enforceable against Seller, Seller Parent and/or the Company, as applicable, and Sub in accordance with their respective terms, except as enforceability may be limited by bankruptcy Lawssubject to the effect of any applicable bankruptcy, other reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law law). Each of Parent and Sub is duly qualified to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for where the failure to be so qualified would not have a Material Adverse Effect with respect to Parent or Sub. Parent owns beneficially and of record all of the outstanding membership interests in equitySub. As of the date hereof, (i) Parent has no material assets and has no material liabilities (other than its ownership of membership interests in Sub and capital stock of ACN Holdings, Inc., a Delaware corporation) and (ii) Sub has no Subsidiaries or shares of capital stock or other equity securities of any Person (other than Sub's ownership of capital stock of Business Sound, Inc., an Ohio corporation).

Incorporation and Authority. Each of Seller, Seller Parent, the Company and each Company Subsidiary is an entity a corporation duly organizedincorporated, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller England and Wales and has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate power and authority to enter into this Agreement and the Xxxx of Sale (the Xxxx of Sale together with all other assignments and documents that Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to as the "Ancillary Agreements to which it will be a partyAgreements"), to carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated on its part hereby and thereby. The execution execution, delivery and delivery performance by Seller, Seller Parent and the Company of this Agreement and by Seller, Seller Parent and the Company of the Ancillary Agreements to which it will be a partyAgreements, and the sale of the Purchased Assets to Purchaser and consummation by Seller, Seller Parent and the Company of all the transactions contemplated on its part hereby and therebythereby on the terms and conditions set forth herein, have been duly and validly authorized by Seller by all necessary company corporate action on the part of Seller's Board of Directors and shareholders. No authorization, decree or order of any court, bankruptcy court, bankruptcy trustee, creditors' committee, receiver, governmental authority or any other person is required in order to authorize or enable Seller Parent to: (i) enter into this Agreement and the CompanyAncillary Agreements; (ii) sell, assign, convey and transfer all the Purchased Assets to Purchaser as contemplated by this Agreement; or (iii) to carry out and perform Seller's obligations under this Agreement and the Ancillary Agreements. This Agreement has been, and, to and at the extent Seller or the Company is a party thereto, Closing the Ancillary Agreements will at the Closing be, duly and validly executed and delivered by Seller, Seller Parent and/or the Company, as applicable, and (assuming due authorization, execution and delivery by the other parties theretoPurchaser) this Agreement constitutesconstitutes and, and when executed and delivered, to upon the extent Seller, Seller Parent or execution of each of the Company is a party Ancillary Agreements by the parties thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicable, enforceable against Seller, Seller Parent and/or the Company, as applicable, in accordance with their respective terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).

Incorporation and Authority. Each of Seller, Seller Parent, the Company and each Company Subsidiary is an entity a corporation duly organizedincorporated, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller the State of California and has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate power and authority to enter into this Agreement Agreement, the Xxxx of Sale and the Assumption Agreement (the Xxxx of Sale and the Assumption Agreement, together with all other assignments and documents that Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to as the “Seller Ancillary Agreements to which it will be a partyAgreements”), to carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated on its part hereby and thereby, subject to obtaining the third party consents listed in Schedule 3.03 of the Seller Disclosure Letter. The execution execution, delivery and delivery performance by Seller, Seller Parent and the Company of this Agreement and by Seller, the Seller Parent and the Company of the Ancillary Agreements to which it will be a partyAgreements, and the sale of the Purchased Assets to Purchaser and consummation by Seller, Seller Parent and the Company of all the transactions contemplated on its part hereby and therebythereby on the terms and conditions set forth herein, have been duly and validly authorized by Seller by all necessary company corporate action on the part of Seller. No authorization, decree or order of any governmental authority is required in order to authorize or enable Seller Parent to: (i) enter into this Agreement and the CompanySeller Ancillary Agreements; (ii) sell, assign, convey and transfer all the Purchased Assets to Purchaser as contemplated by this Agreement; or (iii) to carry out and perform Seller’s obligations under this Agreement and the Seller Ancillary Agreements. This Agreement has been, and, to and at the extent Closing the Seller or the Company is a party thereto, the Ancillary Agreements will at the Closing be, duly and validly executed and delivered by Seller, Seller Parent and/or the Company, as applicable, and (assuming due authorization, execution and delivery of this Agreement and any Seller Ancillary Agreements by the other parties theretoPurchaser) this Agreement constitutesconstitutes and, and when executed and delivered, to upon the extent Seller, execution of each of the Seller Parent or Ancillary Agreements by the Company is a party parties thereto, the Seller Ancillary Agreements will constitute, legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicable, enforceable against Seller, Seller Parent and/or the Company, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting public policy and subject to the availability laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance and performance, injunctive relief or other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity)remedies.

Incorporation and Authority. Each of Seller, Seller Parent, the Company and each Company Subsidiary is an entity a corporation duly organizedincorporated, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller the State of Delaware and has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate power and authority to own the Acquired Assets and carry on the Division Business as it is being carried on prior to Closing, to perform all of its obligations under the Assigned Agreements and to enter into this Agreement, the Xxxx of Sale, the Assumption Agreement, the Escrow Agreement, the Sub-Lease, the Invention Assignment Agreements the Transitional Services Agreement (the Xxxx of Sale, the Escrow Agreement, the Assumption Agreement, the Sub-Lease, the Invention Assignment Agreements, the Transitional Services Agreement, together with all other assignments and documents that Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to as the "Ancillary Agreements to which it will be a partyAgreements"), to carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated on its part hereby and thereby. The execution execution, delivery and delivery performance by Seller, Seller Parent and the Company of this Agreement and by Seller, Seller Parent and the Company of the Ancillary Agreements to which it will be a partyAgreements, and the sale of the Acquired Assets to Buyer and consummation by Seller, Seller Parent and the Company of all the transactions contemplated on its part hereby and therebythereby on the terms and conditions set forth herein and therein, have been duly and validly authorized by Seller by all necessary company corporate action of Seller's Board of Directors. No action on the part of Seller, Seller Parent and 's stockholders is necessary to consummate the Companytransactions contemplated hereby or pursuant to the Ancillary Agreements. This Agreement has been, and, to and at the extent Seller or the Company is a party thereto, Closing the Ancillary Agreements will at the Closing be, duly and validly executed and delivered by Seller, Seller Parent and/or the Company, as applicable, and (assuming due authorization, execution and delivery by the other parties theretoBuyer) this Agreement constitutesconstitutes and, and when executed and delivered, to upon the extent Seller, Seller Parent or execution of each of the Company is a party Ancillary Agreements by the parties thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicable, enforceable against Seller, Seller Parent and/or the Company, as applicable, in accordance with their respective terms, except as to the extent that enforceability may be limited by bankruptcy Lawsbankruptcy, moratorium, and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and general by principles of equity affecting equity. Notwithstanding the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought forgoing, Seller makes no representation nor warranty regarding Buyer's ability to require Seller to provide Vendor Finance as set forth in a proceeding at law or in equitySection 2(d)(iii).

Incorporation and Authority. Each of Seller, Seller Parent, the Company and each Company Subsidiary is an entity a corporation duly organizedincorporated, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller the State of Delaware and has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate power and authority to enter into this Agreement Agreement, the Bxxx of Sale and the Assumption Agreement (the Bxxx of Sale and the Assumption Agreement, together with all other assignments and documents that Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to as the “Ancillary Agreements to which it will be a partyAgreements”), to carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated on its part hereby and thereby. The execution execution, delivery and delivery performance by Seller, Seller Parent and the Company of this Agreement and by Seller, Seller Parent and the Company of the Ancillary Agreements to which it will be a partyAgreements, and the sale of the Purchased Assets to Purchaser and consummation by Seller, Seller Parent and the Company of all the transactions contemplated on its part hereby and therebythereby on the terms and conditions set forth herein, have been duly and validly authorized by Seller by all necessary company corporate action on the part of Seller’s Board of Directors and shareholders. No authorization, decree or order of any court, bankruptcy court, bankruptcy trustee, creditors’ committee, receiver, governmental authority or any other person is required in order to authorize or enable Seller Parent to: (i) enter into this Agreement and the CompanyAncillary Agreements; (ii) sell, assign, convey and transfer all the Purchased Assets to Purchaser as contemplated by this Agreement; or (iii) to carry out and perform Seller’s obligations under this Agreement and the Ancillary Agreements. This Agreement has been, and, to and at the extent Seller or the Company is a party thereto, Closing the Ancillary Agreements will at the Closing be, duly and validly executed and delivered by Seller, Seller Parent and/or the Company, as applicable, and (assuming due authorization, execution and delivery by the other parties theretoPurchaser) this Agreement constitutesconstitutes and, and when executed and delivered, to upon the extent Seller, Seller Parent or execution of each of the Company is a party Ancillary Agreements by the parties thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicable, enforceable against Seller, Seller Parent and/or the Company, as applicable, in accordance with their respective terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).

Incorporation and Authority. Each of SellerParent and Sub is --------------------------- a limited liability company, Seller Parent, the Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller the State of Delaware and has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate limited liability company power and authority to own, lease and operate its properties and to carry on its business as currently conducted, and to enter into this Agreement and each other agreement, document, instrument or certificate to be executed by Parent or Sub in connection with the Ancillary Agreements to which it will be a partyconsummation of the transactions contemplated by this Agreement (together with this Agreement, such agreements, documents, instruments and certificates being, the "Purchaser Documents"), to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by Seller, Seller Parent and the Company of this Agreement and the other Purchaser Documents by Seller, Seller each of Parent and Sub, the Company performance by each of the Ancillary Agreements to which it will be a party, Parent and Sub of its obligations hereunder and thereunder and the consummation by Seller, Seller each of Parent and the Company Sub of the transactions contemplated on its part hereby and thereby, thereby have been duly authorized by all necessary requisite limited liability company action on the part of SellerParent, Seller Parent its members and the CompanySub. This Agreement has been, and, to and each of the extent Seller or the Company is a party thereto, the Ancillary Agreements other Purchaser Documents at Closing will at the Closing be, duly executed and delivered by Seller, Seller each of Parent and/or the Company, as applicableand Sub, and (assuming due authorization, execution and delivery by each of the parties hereto and thereto other parties theretothan Parent and Sub) this Agreement constitutes, and each of the other Purchaser Documents when so executed and delivered, to the extent Seller, Seller Parent or the Company is a party thereto, the Ancillary Agreements delivered will constitute, legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicable, and Sub enforceable against Seller, Seller Parent and/or the Company, as applicable, and Sub in accordance with their respective terms, except as enforceability may be limited by bankruptcy Lawssubject to the effect of any applicable bankruptcy, other reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law law). Each of Parent and Sub is duly qualified to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for where the failure to be so qualified would not have a Material Adverse Effect with respect to Parent or Sub. Parent owns beneficially and of record all of the outstanding membership interests in equitySub. As of the date hereof, (i) Parent has no material assets and has no material liabilities (other than its ownership of membership interests in Sub and capital stock of ACN Holdings, Inc., a Delaware corporation) and (ii) Sub has no Subsidiaries or shares of capital stock or other equity securities of any Person (other than Sub's ownership of capital stock of Business Sound, Inc., an Ohio corporation).

Incorporation and Authority. Each of Seller, Seller Parent, the Company and each the Company Subsidiary Entities. The Company is an entity a limited liability company duly organizedformed, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualificationthe State of Nevada. Seller The Company has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate limited liability company power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted, to enter into this Agreement and the Ancillary Agreements to which it is or will be a partysignatory, to carry out and perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by Seller, Seller Parent and Each of the Company Entities is a corporation duly incorporated, validly existing and in good standing under the laws of this Agreement its jurisdiction of incorporation and by Sellerhas all necessary corporate power and authority to own, Seller Parent lease and the Company of operate its properties, to carry on its business as it is now being conducted, to enter into the Ancillary Agreements to which it is or will be a partysignatory, to carry out its obligations thereunder and to consummate the consummation transactions contemplated hereby and thereby. The Company and each of the Company Entities is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which the nature of either the ownership or use of its assets and properties or the conduct of the Company Business requires such qualification. The execution, delivery and performance by Seller, Seller Parent each of the Company and the Company Entities of the transactions contemplated on its part hereby this Agreement and thereby, each Ancillary Agreement to which it is or will be a signatory have been duly authorized by all necessary requisite limited liability company or corporate action on the part of Sellerthe Company or such Company Entity, Seller Parent and as the Companycase may be. This Agreement has beenis, and, and upon execution each Ancillary Agreement to the extent Seller which it is or the Company is will be a party thereto, the Ancillary Agreements signatory will at the Closing be, duly executed and delivered by Seller, Seller Parent and/or the Company, as applicableCompany or the Company Entities, and (assuming due authorization, execution and delivery by Nortel Networks or the other parties Nortel Contributing Entities that are signatories thereto) this Agreement constitutes, and when executed and delivered, to the extent Seller, Seller Parent or the Company is a party thereto, upon execution the Ancillary Agreements to which it is a signatory will constitute, legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicableCompany or the Company Entities that are signatories thereto, enforceable against Seller, Seller Parent and/or the Company, as applicable, Company or such Company Entities in accordance with their terms, except as enforceability such enforcement may be limited by bankruptcy Lawsapplicable anti-trust, other bankruptcy, insolvency, reorganization and similar Laws laws affecting creditors’ generally the enforcement of the rights of contracting parties and general principles subject to a court's discretionary authority with respect to the granting of equity affecting the availability of a decree ordering specific performance and or other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity)remedies.

Incorporation and Authority. Each of Seller, Seller Parent, the Company and each Company Subsidiary AMI is an entity a corporation duly organizedincorporated, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction the State of Rhode Island and Grass is a corporation duly incorporated, validly existing and in which it owns or leases properties, or conducts any business so as to require such qualification. Seller has delivered to Investor complete copies good standing under the laws of the respective articles State of incorporation or bylaws (or similar organizational documents) of the Company Delaware and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have has all necessary corporate power and authority to enter into this Agreement, the Xxxx of Sale, the Assumption Agreement, the Transition Services Agreement and the Escrow Agreement (the Xxxx of Sale, the Assumption Agreement, the Transition Services Agreement and the Escrow Agreement, together with all other assignments and documents that the Sellers are to execute and deliver pursuant to this Agreement being hereinafter collectively referred to as the “Ancillary Agreements to which it will be a partyAgreements”), to carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated on its part hereby and thereby. The execution execution, delivery and delivery performance by Seller, Seller Parent each of AMI and the Company Grass of this Agreement and by Seller, Seller Parent and the Company of the Ancillary Agreements to which it will be a partyAgreements, and the sale of the Acquired Assets to the Purchaser and consummation by Seller, Seller Parent and the Company of all the transactions contemplated on its part hereby and therebythereby on the terms and conditions set forth herein, have been duly and validly authorized by each of AMI’s and Grass’ Board of Directors, representing all necessary company corporate action on the part of Sellereach of AMI and Grass. Without limiting the foregoing, Seller Parent and no action on the Companypart of the stockholders of either AMI or Grass is necessary to consummate the transactions contemplated hereby or pursuant to the Ancillary Agreements. This Agreement has been, and, to and at the extent Seller or the Company is a party thereto, Closing the Ancillary Agreements will at the Closing be, duly and validly executed and delivered by Seller, Seller Parent and/or the Company, as applicableeach of AMI and Grass, and (assuming due authorization, execution and delivery by the other parties theretoPurchaser) this Agreement constitutesconstitutes and, and when executed and delivered, to upon the extent Seller, Seller Parent or execution of each of the Company is a party Ancillary Agreements by the parties thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicable, each of AMI and Grass enforceable against SellerAMI and Grass, Seller Parent and/or the Company, as applicablerespectively, in accordance with their respective terms, except as to the extent that enforceability may be limited by bankruptcy Lawsbankruptcy, moratorium, reorganization and other similar Laws laws affecting the enforcement of creditors’ rights generally and by general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).

Incorporation and Authority. Each of Seller, Seller Parent, the Company and each Company Subsidiary Purchaser is an entity a corporation duly organizedincorporated, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller the State of Illinois and has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate power and authority to enter into this Agreement, the Xxxx of Sale, the Assumption Agreement and all documents that Purchaser is to execute and deliver pursuant to this Agreement (the Xxxx of Sale, the Assumption Agreement and all such other documents being hereinafter collectively referred to as the “Purchaser Ancillary Agreements to which it will be a partyAgreements”), to carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated on its part hereby and thereby. The execution execution, delivery and delivery performance by Seller, Seller Parent and the Company Purchaser of this Agreement and by Seller, Seller Parent and the Company of the Purchaser Ancillary Agreements to which it will be a partyAgreements, and the purchase of the Purchased Assets by Purchaser and consummation by Seller, Seller Parent and the Company of all the transactions contemplated on its part hereby and therebythereby on the terms and conditions set forth herein, have been duly and validly authorized by Purchaser by all necessary company corporate action on the part of SellerPurchaser. No authorization, Seller Parent decree or order of any governmental authority is required in order to authorize or enable Purchaser to: (i) enter into this Agreement and the CompanyPurchaser Ancillary Agreements; (ii) purchase the Purchased Assets as contemplated by this Agreement; or (iii) to carry out and perform Seller’s obligations under this Agreement and the Purchaser Ancillary Agreements. This Agreement has been, and, to and at the extent Seller or Closing the Company is a party thereto, the Purchaser Ancillary Agreements will at the Closing be, duly and validly executed and delivered by Seller, Seller Parent and/or the Company, as applicablePurchaser, and (assuming due authorization, execution and delivery of this Agreement and any Seller Ancillary Agreements by the other parties theretoSeller) this Agreement constitutesconstitutes and, and when executed and delivered, to upon the extent Seller, Seller Parent or execution of each of the Company is a party Purchaser Ancillary Agreements by the parties thereto, the Purchaser Ancillary Agreements will constitute, legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicable, Purchaser enforceable against Seller, Seller Parent and/or the Company, as applicable, Purchaser in accordance with their respective terms, except as such enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting public policy and subject to the availability laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance and performance, injunctive relief or other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity)remedies.

Incorporation and Authority. Each of SellerITW, Seller ParentITW Subsidiary, the Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing (or local equivalent) under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted, except for the entities set forth on Schedule 2.1 (which are being liquidated in accordance with applicable Laws). Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller ITW has delivered made available to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company Company, ITW Subsidiary and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). SellerEach of ITW, Seller Parent ITW Subsidiary and the Company have has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by SellerITW, Seller Parent ITW Subsidiary and the Company of this Agreement and by SellerITW, Seller Parent ITW Subsidiary and the Company of the Ancillary Agreements to which it will be a party, and the consummation by SellerITW, Seller Parent ITW Subsidiary and the Company of the transactions contemplated on its part hereby and thereby, have been duly authorized by all necessary company action on the part of SellerITW, Seller Parent ITW Subsidiary and the Company. This Agreement has been, and, to the extent Seller ITW, ITW Subsidiary or the Company is a party thereto, the Ancillary Agreements will at the Closing be, duly executed and delivered by SellerITW, Seller Parent ITW Subsidiary and/or the Company, as applicable, and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and when executed and delivered, to the extent SellerITW, Seller Parent ITW Subsidiary or the Company is a party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of SellerITW, Seller Parent ITW Subsidiary and/or the Company, as applicable, enforceable against SellerITW, Seller Parent ITW Subsidiary and/or the Company, as applicable, in accordance with their terms, except as enforceability may be limited by bankruptcy Lawsbankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).

Incorporation and Authority. Each of Seller, Seller Parent, the (i) The Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction the State of organization, formation or incorporation, as applicable, and Delaware. The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and authority carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to conduct be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as currently presently conducted. Except as , and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Subsidiary is duly qualified Effect (as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documentsdefined below). Seller, Seller Parent and the Company have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. (ii) The execution and delivery by Seller, Seller Parent and the Company of this Agreement and by Seller, Seller Parent and the Company of the each Ancillary Agreements to which it will be a partyDocument, and the consummation by Seller, Seller Parent and the Company of the transactions contemplated on its part hereby by this Agreement and thereby, the Ancillary Documents have been duly authorized by all necessary company requisite corporate or other similar organizational action on the part of Seller, Seller Parent and the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and, to the extent Seller or the Company is a party thereto, the and each Ancillary Agreements Document will at the Closing be, duly executed and delivered by Seller, Seller Parent and/or the Company, as applicable, and (assuming . Assuming due authorization, execution and delivery by the other parties thereto) hereto, this Agreement constitutes, and when executed and delivered, to the extent Seller, Seller Parent or the Company is a party thereto, each of the Ancillary Agreements Documents will constitute, the legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicable, enforceable against Seller, Seller Parent and/or the Company, as applicable, Company in accordance with their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).accordance

Incorporation and Authority. ‌ Each of SellerITW, Seller ParentITW Subsidiary, the Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing (or local equivalent) under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted, except for the entities set forth on Schedule 2.1 (which are being liquidated in accordance with applicable Laws). Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller ITW has delivered made available to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company Company, ITW Subsidiary and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). SellerEach of ITW, Seller Parent ITW Subsidiary and the Company have has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by SellerITW, Seller Parent ITW Subsidiary and the Company of this Agreement and by SellerITW, Seller Parent ITW Subsidiary and the Company of the Ancillary Agreements to which it will be a party, and the consummation by SellerITW, Seller Parent ITW Subsidiary and the Company of the transactions contemplated on its part hereby and thereby, have been duly authorized by all necessary company action on the part of SellerITW, Seller Parent ITW Subsidiary and the Company. This Agreement has been, and, to the extent Seller ITW, ITW Subsidiary or the Company is a party thereto, the Ancillary Agreements will at the Closing be, duly executed and delivered by SellerITW, Seller Parent ITW Subsidiary and/or the Company, as applicable, and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and when executed and delivered, to the extent SellerITW, Seller Parent ITW Subsidiary or the Company is a party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of SellerITW, Seller Parent ITW Subsidiary and/or the Company, as applicable, enforceable against SellerITW, Seller Parent ITW Subsidiary and/or the Company, as applicable, in accordance with their terms, except as enforceability may be limited by bankruptcy Lawsbankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).

Incorporation and Authority. Each of Seller, Seller Parent, the Company and each Company Subsidiary The Purchaser is an entity a corporation duly organized, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller Washington and has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by Seller, Seller Parent and the Company of this Agreement and by Seller, Seller Parent and the Company each of the Ancillary Agreements to which it will be is a party, to carry out its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby, to own, operate or lease the properties now owned, operated or leased by the Company and to carry on the business now being conducted by the Purchaser. Purchaser is a wholly-owned subsidiary of RBA. The execution and delivery of this Agreement and each of the Ancillary Agreements to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Seller, Seller Parent and the Company Purchaser of the transactions contemplated on its part hereby and thereby, thereby have been duly authorized by all necessary company requisite corporate action on the part of Seller, Seller Parent and the CompanyPurchaser. This Agreement has been, and, to the extent Seller or the Company is a party thereto, the Ancillary Agreements will at the Closing be, been duly executed and delivered by Seller, Seller Parent and/or the Company, as applicablePurchaser, and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and when executed and delivered, to the extent Seller, Seller Parent or the Company is constitutes a party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations obligation of Sellerthe Purchaser enforceable against the Purchaser in accordance with its terms. At the Closing, Seller Parent and/or each of the CompanyAncillary Agreements to which the Purchaser is a party shall be duly executed and delivered by the Purchaser, as applicableand (assuming due authorization, execution and delivery by the other parties thereto) shall constitute a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. RBA is a corporation duly amalgamated, validly existing and in good standing under the laws of Canada, and has all necessary corporate power and authority to enter into the Warrant and the Registration Rights Agreement. At the Closing, the Warrant and the Registration Rights Agreement shall be duly executed and delivered by RBA and shall constitute a legal, valid and binding obligation of RBA, enforceable against Seller, Seller Parent and/or the Company, as applicable, RBA in accordance with their its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).

Incorporation and Authority. Each of Seller, Seller Parent, the Company Sellers and each Company Subsidiary Target Entities is an entity duly organized, validly existing and (where such concept is applicable) in good standing (or local equivalent) under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted, except for the entities set forth on Schedule 2.1, which are being liquidated in accordance with applicable Laws. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary Target Entity is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller Harsco has delivered made available to CD&R Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of each of the Company and each Company Subsidiary Target Entities as in effect as of the date hereof. None Each of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent Sellers and the Company have Target Entities has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by Seller, Seller Parent and the Company Harsco of this Agreement and by Seller, Seller Parent and the Company Sellers of the Ancillary Agreements to which it they will be a party, and the consummation by Seller, Seller Parent the Sellers and the Company Target Entities of the transactions contemplated on its their part hereby and thereby, have been duly authorized by all necessary company action on the part of Seller, each Seller Parent and the Companyeach Target Entity. This Agreement has beenbeen duly executed and delivered by Harsco, and, to the extent Seller or the Company is Sellers are a party thereto, the Ancillary Agreements will at the Closing be, duly executed and delivered by Seller, Seller Parent and/or the CompanySellers, as applicable, and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement constitutesconstitutes a legal, valid and binding obligation of Harsco, and when executed and delivered, to the extent Seller, Seller Parent or the Company is Sellers are a party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller, Seller Parent and/or the CompanySellers, as applicable, enforceable against Seller, Seller Parent and/or the CompanySellers, as applicable, in accordance with their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).

Incorporation and Authority. Each of Seller, The Seller Parent, the Company and each Company Subsidiary is an entity a corporation duly organizedincorporated, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller the State of Alabama and has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate power and authority to enter into this Agreement, the Xxxx of Sale, the Assumption Agreement, the Transition Services Agreement and the Tanker Services Agreement (the Xxxx of Sale, the Assumption Agreement, the Transition Services Agreement and the Tanker Services Agreement, together with all other assignments and documents that the Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to as the “Ancillary Agreements to which it will be a partyAgreements”), to carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated on its part hereby and thereby. The execution execution, delivery and delivery performance by Seller, the Seller Parent and the Company of this Agreement and by Seller, Seller Parent and the Company of the Ancillary Agreements to which it will be a partyAgreements, and the sale of the Acquired Assets to the Purchaser and consummation by Seller, Seller Parent and the Company of all the transactions contemplated on its part hereby and therebythereby on the terms and conditions set forth herein, have been duly and validly authorized by the Seller’s Board of Directors, representing all necessary company corporate action on the part of the Seller. Without limiting the foregoing, no action on the part of the shareholders of the Seller Parent and is necessary to consummate the Companytransactions contemplated hereby or pursuant to the Ancillary Agreements. This Agreement has been, and, to and at the extent Seller or the Company is a party thereto, Closing the Ancillary Agreements will at the Closing be, duly and validly executed and delivered by the Seller, Seller Parent and/or the Company, as applicable, and (assuming due authorization, execution and delivery by the other parties theretoPurchaser) this Agreement constitutesconstitutes and, and when executed and delivered, to upon the extent Seller, Seller Parent or execution of each of the Company is a party Ancillary Agreements by the parties thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller, the Seller Parent and/or the Company, as applicable, enforceable against Seller, the Seller Parent and/or the Company, as applicable, in accordance with their terms, except as to the extent that enforceability may be limited by bankruptcy Lawsbankruptcy, moratorium, reorganization and other similar Laws laws affecting the enforcement of creditors’ rights generally and by general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).