Common use of Organization and Authority of Buyer Clause in Contracts

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors’ rights generally.

Organization and Authority of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. Buyer has the requisite corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Documents Agreements to which Buyer it is a party and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any the Ancillary Document to which Buyer is a party, Agreements and the performance by Buyer of its obligations hereunder covenants and thereunder agreements under this Agreement and the Ancillary Agreements to which it is a party have been duly and validly authorized by the Board of Directors of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby by this Agreement and thereby have been duly authorized by all requisite corporate action on the part of BuyerAncillary Agreements. This Agreement has been and at the Closing the Ancillary Agreements will be duly executed and delivered by Buyer and (assuming due authorizationthis Agreement constitutes, and upon execution and delivery by Seller) this Agreement constitutes of the Ancillary Agreements, the Ancillary Agreements will constitute a legal, valid and binding obligation agreement of Buyer Buyer, enforceable against Buyer such party in accordance with its their respective terms, except as that (a) such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document subject to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or moratorium, fraudulent transfer and other similar Laws laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing regardless of whether considered in a proceeding in equity or at law, and (b) the enforcement remedy of creditors’ rights generallyspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of DelawareTexas. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors’ rights generally.

Organization and Authority of Buyer. Buyer is a corporation limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware; and the general partner of Buyer is duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite corporate full limited partnership power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization bankruptcy or other similar Laws affecting the enforcement rights and remedies of creditors’ rights generallycreditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, bankruptcy or other similar Laws affecting the enforcement rights and remedies of creditors’ rights generallycreditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Sellerthe Company, each of the Sellers and the Sellers’ Representative) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors’ rights generally.

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State state of DelawareCalifornia. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by Sellereach of Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as that (i) such enforceability enforcement may be limited by applicable subject to any bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer or other similar Laws affecting the enforcement of laws, now or hereafter in effect, relating to or limiting creditors’ rights generallygenerally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as that (i) such enforceability enforcement may be limited by applicable subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar Laws affecting the enforcement of laws, now or hereafter in effect, relating to or limiting creditors’ rights generallygenerally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State state of Delaware. Buyer Xxxxx has the requisite full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer Xxxxx is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution execution, and delivery by Sellerthe Company) this Agreement constitutes a legal, valid valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms, terms except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization or reorganization, moratorium and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer Xxxxx (assuming due authorization, execution execution, and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, or moratorium and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization and Authority of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite corporate full organizational power and authority to enter into this Agreement and the Ancillary Documents to which Buyer Xxxxx is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate organizational action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Xxxxx, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ creditors rights generallygenerally and except as the enforcement of certain provisions hereof may be limited by the application of general equitable principles of law in certain circumstances (whether such provisions are considered in a proceeding at law or in equity). When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer Xxxxx (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ creditors rights generallygenerally and except as the enforcement of certain provisions thereof may be limited by the application of general equitable principles of law in certain circumstances (whether such provisions are considered in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite corporate full limited liability company power and authority to enter into this Agreement and the Ancillary Documents to which Buyer Xxxxx is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Xxxxx, and (assuming due authorization, execution and delivery by SellerSellers and Sellers’ Representative) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ creditors rights generallygenerally and except as the enforcement of certain provisions hereof may be limited by the application of general equitable principles of law in certain circumstances (whether such provisions are considered in a proceeding at law or in equity). When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer Xxxxx (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ creditors rights generallygenerally and except as the enforcement of certain provisions thereof may be limited by the application of general equitable principles of law in certain circumstances (whether such provisions are considered in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State state of Delaware[STATE OF ORGANIZATION]. Authority of Buyer Buyer has the requisite all necessary corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer Xxxxx is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Xxxxx, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting the creditors' rights generally and by general principles of equity (regardless of whether enforcement of creditors’ rights generallyis sought in a proceeding at law or in equity). When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer Xxxxx (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the creditors' rights generally and by general principles of equity (regardless of whether enforcement of creditors’ rights generallyis sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State state of DelawareMontana. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization bankruptcy or other similar Laws affecting the enforcement rights and remedies of creditors’ rights generallycreditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, bankruptcy or other similar Laws affecting the enforcement rights and remedies of creditors’ rights generallycreditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Organization and Authority of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the State of DelawareGermany. Buyer has the requisite corporate all necessary limited liability company power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite corporate all necessary limited liability company power and authority to enter into this Agreement and the Ancillary Transaction Documents to which Buyer it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document the Transaction Documents to which Buyer it is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Buyer. This Agreement has and the Transaction Documents to which Buyer is a party have been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by SellerSeller and the other parties to the Transaction Documents) this Agreement constitutes and the Transaction Documents to which Buyer is a party constitute legal, valid and binding obligation obligations of Buyer Buyer, enforceable against Buyer in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. At the time of the execution of this Agreement by Buyer, Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Colorado, and, as of immediately prior to the Effective Time, Buyer will be a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by Sellerthe Shareholder and the Company) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization insolvency or other similar Laws laws affecting the enforcement of creditors’ rights generally. When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvency or other similar Laws laws affecting the enforcement of creditors’ rights generally.

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer Bxxxx has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer Bxxxx is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer Bxxxx is a party, the performance by Buyer Bxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Bxxxx and (assuming due authorization, execution and delivery by Sellerthe Company, each of the Sellers and the Sellers’ Representative) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer Bxxxx (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors’ rights generally.

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State state of Delaware. Buyer Xxxxx has the requisite full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer Xxxxx is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Xxxxx, and (assuming due authorization, execution and delivery by Sellerthe other parties hereto) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or reorganization, moratorium and other similar Laws affecting the enforcement of and equitable principles relating to or limiting creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer Xxxxx (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or moratorium and other similar Laws affecting the enforcement of and equitable principles relating to or limiting creditors’ rights generally.

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of DelawareMaryland. Buyer has the requisite full corporate power and authority to enter into this Agreement Agreement, the Buyer Note and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement Agreement, they Buyer Note and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by SellerSellers) this Agreement constitutes a legal, valid valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generallygenerally and by general equitable principles. When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generallygenerally and by general equitable principles. When the Buyer Note has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Buyer Note will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles.

Organization and Authority of Buyer. Buyer is a corporation Delaware limited liability company duly organized, validly existing and in good standing under the Laws of the State state of Delaware. Buyer has the requisite corporate all necessary limited liability company power and authority to enter into this Agreement and the Ancillary Transaction Documents to which Buyer it is a party, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document the Transaction Documents to which Buyer it is a party, the performance by Buyer of its obligations hereunder and thereunder thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each Ancillary Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will shall constitute a legal and binding obligation of Buyer enforceable against it Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite corporate full power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which such Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. DB2/ 42652053.3 execution and delivery by Sellerthe Shareholders and the Seller Parties) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generallyEnforceability Exceptions. When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors’ rights generallyEnforceability Exceptions.

Organization and Authority of Buyer. Buyer has been duly incorporated, is a corporation duly organized, validly existing and is in good standing under the Laws laws of its jurisdiction of incorporation, with the State of Delawarerequisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conducted. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary Documents Agreements and to which Buyer is a party, to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyerthereunder. This Agreement has been duly authorized, executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or other similar Laws affecting the enforcement of creditors’ rights generallyand to general equity principles, and no other proceedings on the part of Buyer are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. When each The Ancillary Document to which Buyer is or Agreements will be a party has been duly authorized, executed and delivered by the Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal legal, valid and binding obligation agreements of Buyer the Buyer, enforceable against it in accordance with its their terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or other similar Laws affecting the enforcement of creditors’ rights generallyand to general equity principles, and no other proceedings on the part of the Buyer are necessary to authorize the Ancillary Agreements and the consummation of the transactions contemplated thereby.

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State state of DelawareCalifornia. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution execution, and delivery by Seller) this Agreement constitutes a legal, valid valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the State British Virgin Islands, and has all requisite limited liability company power and authority to own or lease all of Delawareits properties and assets and to carry on its business as it is now being conducted. Buyer is duly licensed or qualified to do business, and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has the requisite corporate not had and would not reasonably be expected to have a Material Adverse Effect. The Buyer has all necessary limited liability company power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a partyAgreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery by Buyer Bxxxx of this Agreement and any Ancillary Document to which Buyer is a partyAgreement, the performance by Buyer Bxxxx of its obligations hereunder and thereunder and the consummation by Buyer Bxxxx of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Bxxxx, and (assuming due authorization, execution and delivery by Sellerthe Company) this Agreement constitutes a legal, valid and binding obligation of Buyer Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the State state of Delaware. Buyer has the requisite corporate full limited liability copmany power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such to the extent the enforceability may be limited by (a) applicable Laws relating to bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or other similar Laws laws, from time to time in effect affecting generally the enforcement of creditors’ rights generallyand remedies, and (b) general principles of equity. When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such to the extent the enforceability may be limited by (a) applicable Laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws, from time to time in effect affecting generally the enforcement of creditors’ rights generallyand remedies, and (b) general principles of equity.

Organization and Authority of Buyer. Buyer has been duly incorporated, is a corporation duly organized, validly existing and and, with respect to jurisdictions in which such concept is recognized, is in good standing under the Laws laws of its jurisdiction of incorporation, with the State of Delawarerequisite corporate power and authority to own, operate or lease the properties that it owns, operates or leases and to carry on its business as now being conducted. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary Documents Agreements and to which Buyer is a party, to carry out perform its obligations hereunder and thereunder thereunder. As of the date hereof, all of the equity interests of Buyer are owned by funds managed by PAI partners SAS (“PAI”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance controlled by Buyer of its obligations hereunder and thereunder and the consummation by Buyer PAI. As of the transactions contemplated hereby Closing, a majority of the equity interests of Buyer will be owned by funds managed by PAI partners SAS and thereby have been duly authorized Buyer will be controlled by all requisite corporate action on the part of BuyerPAI. This Agreement has been and each of the Ancillary Agreements will be at or prior to Closing, duly authorized, executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation agreement of Buyer Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency, reorganization or other fraudulent conveyance, reorganization, moratorium and similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally. When each Ancillary Document or debtors’ remedies and to which Buyer is or will be a party has been duly executed general equity principles, and delivered by Buyer (assuming due authorization, execution and delivery by each no other party thereto), such Ancillary Document will constitute a legal and binding obligation proceedings on the part of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar Laws affecting are necessary to authorize this Agreement and the enforcement consummation of creditors’ rights generallythe transactions contemplated hereby.

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite all necessary corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document the other Transaction Documents to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally.generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Section 4.02

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State state of DelawareOhio. Buyer Xxxxx has the requisite full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer Xxxxx is or will be a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Xxxxx, and (assuming due authorization, execution and delivery by SellerSLG and Co-op) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generallyEquitable Exceptions. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer Xxxxx (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors’ rights generallyEquitable Exceptions.

Organization and Authority of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the State state of Delaware. Buyer has the requisite corporate full limited liability company power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by SellerSeller Parties) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization insolvency or other similar Laws affecting the enforcement of creditors’ rights generallygenerally or the availability of equitable remedies. When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvency or other similar Laws affecting the enforcement of creditors’ rights generallygenerally or the availability of equitable remedies.

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State state of Delaware. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by Sellerthe other parties hereto) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or reorganization, moratorium and other similar Laws affecting the enforcement of and equitable principles relating to or limiting creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or moratorium and other similar Laws affecting the enforcement of and equitable principles relating to or limiting creditors’ rights generally.

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State state of DelawareOregon. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary Documents Agreements to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document Agreement to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When As of Closing, each other Ancillary Document Agreement to which Buyer is or will be a party has been will be duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document Agreement will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State state of Delaware. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution execution, and delivery by SellerSellers) this Agreement constitutes a legal, valid valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, , or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors’ rights generally.

Organization and Authority of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the State of DelawareTexas, and has all requisite limited liability company power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Buyer is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has the requisite corporate not had and would not reasonably be expected to have a Material Adverse Effect. The Buyer has all necessary limited liability company power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a partyAgreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery by Buyer Bxxxx of this Agreement and any Ancillary Document to which Buyer is a partyAgreement, the performance by Buyer Bxxxx of its obligations hereunder and thereunder and the consummation by Buyer Bxxxx of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Bxxxx, and (assuming due authorization, execution and delivery by Sellerthe Company) this Agreement constitutes a legal, valid and binding obligation of Buyer Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors’ rights generally.. ​

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State state of DelawareOklahoma. Buyer has the requisite full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting the creditors rights generally and by general principles of equity (regardless of whether enforcement of creditors’ rights generallyis sought in a proceeding at law or in equity). When each Ancillary other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. Buyer is a corporation société anonyme duly organized, validly existing and in good standing under the Laws of the State of DelawareSwitzerland. Buyer has the requisite all necessary corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer Xxxxx is a party, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a the Transaction Documents constitute legal, valid valid, and binding obligation obligations of Buyer enforceable against Buyer in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Organization and Authority of Buyer. The Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Transaction Documents to which Buyer is a party, to carry out and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the performance by Buyer of its covenants and agreements hereunder and thereunder have been duly and validly authorized by the Board of Directors of Buyer, and no other corporate proceedings or actions on the part of Buyer are necessary to consummate authorize the execution, delivery and performance of this Agreement and the Transaction Documents or the consummation of the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation agreement of Buyer Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or and when each other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document Transaction Documents to which the Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto)the Buyer, such Ancillary Document Transaction Documents will constitute a legal and binding obligation of the Buyer enforceable against it in accordance with its terms, except as that (i) such enforceability enforcement may be limited by applicable subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar Laws affecting the enforcement of Laws, now or hereafter in effect, relating to or limiting creditors’ rights generallygenerally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the requisite all necessary corporate power and authority to enter into this Agreement and each of the agreements, certificates and documents required to be delivered by Buyer pursuant to the terms of this Agreement (the “Buyer Ancillary Documents to which Buyer is a partyAgreements”), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any the Buyer Ancillary Document to which Buyer is a partyAgreements, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has and the Buyer Ancillary Agreements have been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by SellerGAA, Sellers and the Company) this Agreement constitutes constitute a legal, valid and binding obligation of Buyer Buyer, PR01/ 1485553.8 enforceable against Buyer in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).