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 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 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 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 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. 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 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 duly organized, validly existing existing, and in good standing (or active status, as applicable) under the Laws of the State its jurisdiction of Delaware. Buyer organization and has the all requisite corporate entity power and authority to enter into own, lease, and operate its properties and to carry on its business as now conducted. Buyer has all requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which Buyer is a party and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the Ancillary 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 to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder party and the consummation by Buyer of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been been, and each of the Transaction Documents to which Buyer is a party will be at or prior to the Closing, duly and validly executed and delivered by Buyer and (assuming the due authorization, execution execution, and delivery by Sellerthe other parties hereto and thereto) this Agreement constitutes and each of the Transaction Documents to which Buyer is a party will constitute the 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 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, and other similar Laws affecting the enforcement of creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Buyer. (a) Buyer is a corporation duly organized, validly existing and and, to the extent such concept is recognized, in good standing under the Laws of the State jurisdiction of Delawareits incorporation. Buyer has the requisite full corporate power and authority to enter into this Agreement and the other 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. . (b) The execution and delivery by Buyer of this Agreement and any other 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 to this Agreement) 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 subject to laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganization or and rules of law governing specific performance, injunctive relief and other similar Laws affecting the enforcement of creditors’ rights generallyequitable remedies. When each other 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 subject to laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganizationand rules of law governing specific performance, or injunctive relief and other similar Laws affecting the enforcement of creditors’ rights generallyequitable remedies.

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).

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 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 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 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 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 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 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 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 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 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 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. 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 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 state of DelawareOhio. Buyer has the all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Documents Agreements to which Buyer it 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 Agreements to which Buyer it is or will be 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 and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by SellerSellers) 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 Enforceability Limitations. Each of creditors’ rights generally. When each the Ancillary Document Agreements to which Buyer is or will be a party has been or will be duly and validly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by each the other party or parties thereto), such Ancillary Document ) constitutes or will constitute a legal legal, valid 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, or other similar Laws affecting the enforcement of creditors’ rights generallyEnforceability Limitations.

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 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 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 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, 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[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 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 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. (a) 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 Documents to which Buyer is a partyAgreement, to carry out its obligations hereunder and thereunder under this Agreement and to consummate the transactions contemplated hereby and thereby. Transactions. (b) The execution and delivery by Buyer of this Agreement, the Escrow Agreement and any Ancillary Document each other document to which be entered into by Buyer is a partyin connection with the consummation of the Transactions, the performance by Buyer of its obligations hereunder under this Agreement, the Escrow Agreement and thereunder such other documents and the consummation by Buyer of the transactions contemplated hereby and thereby Transactions have been (or, as applicable with respect to the Escrow Agreement and such other documents, will be as of the Closing) duly authorized by all requisite corporate action on the part of Buyer. This Agreement, the Escrow Agreement has and such other documents have been (or, as applicable with respect to the Escrow Agreement and such other documents, will be as of the Closing) duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by each Seller) each of this Agreement, the Escrow Agreement and such other documents constitutes (or, as applicable with respect to the Escrow Agreement and such other documents, will constitute as of the Closing) 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 fraudulent conveyance, reorganization, or moratorium Laws, other similar Laws affecting the enforcement creditors' rights and general principles 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 equity affecting the availability of specific performance and other equitable remedies (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 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 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 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. (a) Buyer is a corporation limited liability company duly organized, organized and validly existing and in good standing under the Laws of the State of DelawareIndiana. Buyer has the requisite corporate all necessary 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 Document the other Transaction Documents 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 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 and Buyer. (assuming b) 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 or other similar Laws affecting the enforcement of creditors’ rights generallyGeneral Enforceability 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, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors’ rights generallyGeneral Enforceability Exceptions.