Common use of Organization and Authority of Buyer Clause in Contracts

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, except where the failure to be in good standing would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer (or if applicable, a Subsidiary of Buyer) has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is or will be a party, carry out its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby (including all power and authority to issue the Buyer Stock Consideration to Seller at the Closing). (b) The execution and delivery by Buyer of this Agreement and any Ancillary Agreements to which it (or if applicable, a Subsidiary of Buyer) is or will be a party, the performance by Buyer (or if applicable, a Subsidiary of Buyer) of its obligations hereunder and thereunder and the consummation by Buyer (or if applicable, a Subsidiary of Buyer) of the transactions contemplated hereby and thereby have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, duly and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer (or if applicable, a Subsidiary of Buyer). (c) This Agreement has been duly and validly 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 the Enforceability Limitations. (d) Each of the Ancillary Agreements to which Buyer or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Buyer or such Subsidiary, and (assuming due authorization, execution and delivery by the other party or parties thereto) constitutes or will constitute a legal, valid and binding obligation of Buyer or such Subsidiary enforceable against Buyer or such Subsidiary in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. (e) Buyer is qualified to do business in each jurisdiction in which the operation of its business makes such qualification necessary or advisable, except where the failure to be so qualified has not had a Buyer Material Adverse Effect.

Organization and Authority of Buyer. (a) Buyer is a corporation an entity duly organizedincorporated, validly existing and and, where applicable, in good standing under the Laws laws of the state jurisdiction of Delaware, except where the failure to be in good standing would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability of Buyer to consummate the transactions contemplated by this Agreement its incorporation and the Ancillary Agreements. Buyer (or if applicable, a Subsidiary of Buyer) has all requisite necessary corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations in its business. Buyer is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (including all power a) adversely affect the ability of Buyer to carry out its obligations under, and authority to issue consummate the Buyer Stock Consideration to Seller at transactions contemplated by, this Agreement and the Closing). Ancillary Agreements, or (b) otherwise have a Material Adverse Effect. The execution and delivery by Buyer of this Agreement and any the Ancillary Agreements to which it (or if applicable, is a Subsidiary of party by Buyer) is or will be a party, the performance by Buyer (or if applicable, a Subsidiary of Buyer) of its obligations hereunder and thereunder and the consummation by Buyer (or if applicable, a Subsidiary of Buyer) of the transactions contemplated hereby and thereby have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, been duly and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer (or if applicable, a Subsidiary of Buyer). (c) . This Agreement has been duly executed and validly delivered by Buyer and upon their execution the Ancillary Agreements to which Buyer is a party shall have been, duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellerSeller (or, as applicable, Cytori UK)) this Agreement constitutes constitutes, and upon their execution the Ancillary Agreements to which Buyer is a party shall constitute, legal, valid and binding obligation obligations of Buyer Buyer, enforceable against Buyer in accordance with its their respective terms, except as such enforceability may be limited by subject to the Enforceability LimitationsExceptions. (d) Each of the Ancillary Agreements to which Buyer or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Buyer or such Subsidiary, and (assuming due authorization, execution and delivery by the other party or parties thereto) constitutes or will constitute a legal, valid and binding obligation of Buyer or such Subsidiary enforceable against Buyer or such Subsidiary in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. (e) Buyer is qualified to do business in each jurisdiction in which the operation of its business makes such qualification necessary or advisable, except where the failure to be so qualified has not had a Buyer Material Adverse Effect.

Organization and Authority of Buyer. (a) Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the state State of Delaware. Buyer has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party. The execution and delivery of this Agreement and the Ancillary Agreements and the performance by Buyer of its covenants and 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, except where and no other corporate proceedings on the failure to be in good standing would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability part of Buyer are necessary to consummate authorize the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer (or if applicable, a Subsidiary of Buyer) has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is or will be a party, carry out its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby (including all power and authority to issue the Buyer Stock Consideration to Seller at the Closing). (b) The execution and delivery by Buyer of this Agreement and any Ancillary Agreements to which it (or if applicable, a Subsidiary of Buyer) is or will be a party, the performance by Buyer (or if applicable, a Subsidiary of Buyer) of its obligations hereunder and thereunder and the consummation by Buyer (or if applicable, a Subsidiary of Buyer) of the transactions contemplated hereby and thereby have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, duly and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer (or if applicable, a Subsidiary of Buyer). (c) This Agreement has been duly and validly 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 at the Enforceability Limitations. (d) Each of Closing the Ancillary Agreements to which Buyer or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Buyer and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements, the Ancillary Agreements will constitute a valid and binding agreement of Buyer, enforceable against such party in accordance with their respective terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar 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 such Subsidiaryat law, and (assuming due authorization, execution b) the remedy of specific performance and delivery by the injunctive and other party or parties thereto) constitutes or will constitute a legal, valid and binding obligation forms of Buyer or such Subsidiary enforceable against Buyer or such Subsidiary in accordance with its terms, except as such enforceability equitable relief may be limited by subject to equitable defenses and to the Enforceability Limitationsdiscretion of the court before which any proceeding therefor may be brought. (e) Buyer is qualified to do business in each jurisdiction in which the operation of its business makes such qualification necessary or advisable, except where the failure to be so qualified has not had a Buyer Material Adverse Effect.

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, except where the failure to be in good standing would not not, individually or in the aggregate, reasonably be expected to prevent prevent, prohibit, materially delay or materially impede, interfere with, hinder or delay impair the ability consummation of Buyer to consummate the transactions contemplated by hereby. Buyer has full organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements. Buyer (or if applicable, a Subsidiary of Buyer) has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it Buyer is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (thereby, including all power and authority to issue the Buyer Stock Consideration to Seller at the Closing). (b) Transaction. The execution and delivery by Buyer of this Agreement and any Ancillary Agreements other Transaction Document to which it (or if applicable, a Subsidiary of Buyer) Buyer is or will be a party, the performance by Buyer (or if applicable, a Subsidiary of Buyer) of its obligations hereunder and thereunder and the consummation by Buyer (or if applicable, a Subsidiary of Buyer) of the transactions contemplated hereby and thereby thereby, including the Transaction, have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, been duly and validly authorized and approved by all requisite corporate or other similar organizational action on the part of Buyer (or if applicable, a Subsidiary of Buyer). (c) . This Agreement has been duly and validly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Sellereach Seller Party, the Company and Holding Sub) 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 the Enforceability Limitations. (d) Each of the Ancillary Agreements . When each other Transaction Document to which Buyer or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Buyer or such Subsidiary, and (assuming due authorization, execution and delivery by the each other party or parties thereto) constitutes or ), such Transaction Document will constitute a legal, valid legal and binding obligation of Buyer or such Subsidiary enforceable against Buyer or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by subject to the Enforceability LimitationsBankruptcy and Equity Exception. (e) Buyer is qualified to do business in each jurisdiction in which the operation of its business makes such qualification necessary or advisable, except where the failure to be so qualified has not had a Buyer Material Adverse Effect.

Organization and Authority of Buyer. (a) Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state of Delaware, except where the failure to be in good standing would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer (or if applicable, a Subsidiary of Buyer) has all requisite corporate limited liability company power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is or will be a party, carry out its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby thereby. (including b) Buyer has all requisite limited liability company power and authority to issue the Buyer Stock Consideration own, lease and operate its properties and assets and to Seller at the Closing)conduct its business as it is now being conducted. (bc) Buyer is duly authorized, licensed, qualified or registered as a foreign entity and is in good standing to transact business under the Laws of each jurisdiction in which the operation of its business as currently conducted makes such authorization, license, qualification or registration necessary, except where the failure to be so authorized, licensed, qualified, registered or in good standing has not been, and would not reasonably be expected to be, materially adverse to Buyer, and to prevent or materially impede, impair or delay Buyer from consummating the transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent Buyer from performing its obligations hereunder and thereunder. (d) The execution and delivery by Buyer of this Agreement and any Ancillary Agreements to which it (or if applicable, a Subsidiary of Buyer) is or will be a party, the performance by Buyer (or if applicable, a Subsidiary of Buyer) of its obligations hereunder and thereunder and the consummation by Buyer (or if applicable, a Subsidiary of Buyer) of the transactions contemplated hereby and thereby have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, been duly and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer (or if applicable, a Subsidiary of Buyer). (c) . This Agreement has been duly and validly 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 the Enforceability Limitations. (d) Each of the Ancillary Agreements to which Buyer or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Buyer or such Subsidiary, and (assuming due authorization, execution and delivery by the other party or parties thereto) constitutes or will constitute a legal, valid and binding obligation of Buyer or such Subsidiary enforceable against Buyer or such Subsidiary in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. (e) Each of the Ancillary Agreements to which Buyer is qualified to do business or will be a party has been or will be duly and validly executed and delivered by Buyer and (assuming due authorization, execution and delivery by the Seller) constitutes or will constitute a legal, valid and binding obligation of Buyer enforceable in each jurisdiction in which the operation of accordance with its business makes such qualification necessary or advisableterms, except where as such enforceability may be limited by the failure Enforceability Limitations. No other limited liability company actions on the part of Buyer are necessary to be so qualified has not had a Buyer Material Adverse Effectauthorize, execute and deliver this Agreement, the Ancillary Agreements contemplated by this Agreement and to consummate the transactions contemplated hereby and thereby.

Organization and Authority of Buyer. (a) Buyer Accel is a corporation duly organized, validly existing and in good standing under the Laws of the state of DelawareDelaware and Accel Sub is a limited liability company duly organized, except where the failure to be validly existing and in good standing would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay under the ability Laws of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsState of Delaware. Buyer (has full corporate or if limited liability company power and authority, as applicable, a Subsidiary of Buyer) has all requisite corporate power and authority to enter into this Agreement, the Escrow Agreement and each of the Ancillary Agreements Document to which it Buyer is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (including all power and authority to issue the Buyer Stock Consideration to Seller at the Closing). (b) thereby. The execution and delivery by Buyer of this Agreement, the Escrow Agreement and any Ancillary Agreements Document to which it (or if applicable, a Subsidiary of Buyer) Buyer is or will be a party, the performance by Buyer (or if applicable, a Subsidiary of Buyer) of its obligations hereunder and thereunder and the consummation by Buyer (or if applicable, a Subsidiary of Buyer) of the transactions contemplated hereby and thereby have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, been duly and validly authorized and approved by all requisite corporate or other similar action limited liability company action, as applicable, on the part of Buyer Buyer. No vote of the holders of capital stock of Accel or the membership interests of Accel Sub is necessary pursuant to applicable Law, the certificate of incorporation or bylaws of Accel, the certificate of formation or limited liability company agreement of Accel Sub, the applicable rules of the New York Stock Exchange or otherwise to approve this Agreement and the transactions contemplated hereby (or if applicable, a Subsidiary of Buyerincluding in order for Accel to issue the Management Group Shares). (c) . This Agreement has been duly and validly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Sellereach other party hereto) 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 . When the Enforceability Limitations. (d) Each of the Escrow Agreement and each Ancillary Agreements Document to which Buyer or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Buyer or such Subsidiary, and (assuming due authorization, execution and delivery by the each other party or parties thereto) constitutes or ), the Escrow Agreement and each such Ancillary Document will constitute a legal, valid legal and binding obligation of Buyer or such Subsidiary enforceable against Buyer or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. (eb) Buyer is qualified to do business in each jurisdiction in which the operation of its business makes such qualification necessary or advisable, except where the failure The Management Group Shares to be so qualified has not had a Buyer Material Adverse Effectissued as part of the transactions contemplated by this Agreement, when issued and delivered in accordance with the terms of this Agreement, will have been duly authorized and validly issued, fully paid and nonassessable, free of preemptive rights and Encumbrances (other than restrictions on transfer arising under applicable securities Law and the applicable Stock Purchase and Restriction Agreement), and issued in compliance with federal and state securities Law.

Organization and Authority of Buyer. (a) Each of the Buyer Parties is a corporation duly organized, validly existing and in good standing (to the extent good standing exists as a legal concept in such jurisdiction) under the Laws of the state its jurisdiction of Delaware, except where the failure to be in good standing would not reasonably be expected to prevent organization or materially impede, interfere with, hinder or delay the ability of incorporation. Each Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer (or if applicable, a Subsidiary of Buyer) Party has all requisite corporate power and authority to (i) enter into this Agreement and each of the Ancillary Agreements to which it is or will be a party, (ii) carry out its obligations hereunder and thereunder and (iii) consummate the transactions contemplated hereby and thereby (including all power and authority to issue the Buyer Stock Consideration to Seller at the Closing)thereby. (b) The execution and delivery by each Buyer Party of this Agreement and any Ancillary Agreements to which it (or if applicable, a Subsidiary of Buyer) is or will be a party, the performance by the Buyer (or if applicable, a Subsidiary Parties of Buyer) of its their respective obligations hereunder and thereunder and the consummation by the Buyer (or if applicable, a Subsidiary of Buyer) Parties of the transactions contemplated hereby and thereby have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, been duly and validly authorized and approved by all requisite corporate or other similar action on the part of each Buyer (or if applicable, a Subsidiary of Buyer). (c) Party. This Agreement has been duly and validly executed and delivered by Buyereach Buyer Party, and (assuming due authorization, execution and delivery by Sellereach Seller Party) this Agreement constitutes a legal, valid and binding obligation of each Buyer Party enforceable against such Buyer Party in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. (dc) Each of the Ancillary Agreements to which a Buyer or its Subsidiary Party is or will be a party has been or will be duly and validly executed and delivered by such Buyer or such SubsidiaryParty, and (assuming due authorization, execution and delivery by the other party or parties thereto) constitutes or will constitute a legal, valid and binding obligation of such Buyer or such Subsidiary Party enforceable against such Buyer or such Subsidiary Party in accordance with its terms, except as such enforceability may be limited by subject to the Enforceability LimitationsLimitation. (e) Buyer is qualified to do business in each jurisdiction in which the operation of its business makes such qualification necessary or advisable, except where the failure to be so qualified has not had a Buyer Material Adverse Effect.

Organization and Authority of Buyer. (a) Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state Commonwealth of DelawarePennsylvania. Buyer has the requisite corporate power and authority and all material governmental approvals to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where the failure to be so qualified or in good standing would not be reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability of have a Buyer to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsMaterial Adverse Effect. Buyer (or if applicable, a Subsidiary of Buyer) has all requisite full corporate power and authority to enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it Buyer is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (including all power and authority to issue the Buyer Stock Consideration to Seller at the Closing). (b) thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreements other Transaction Document to which it (or if applicable, a Subsidiary of Buyer) Buyer is or will be a party, the performance by Buyer (or if applicable, a Subsidiary of Buyer) of its obligations hereunder and thereunder and the consummation by Buyer (or if applicable, a Subsidiary of Buyer) of the transactions contemplated hereby and thereby have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, been duly and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer. The Buyer board of directors, by resolutions duly adopted and not subsequently rescinded or modified, has duly (or if applicable, a Subsidiary a) determined that the transactions contemplated by this Agreement are fair to and in the best interests of Buyer), (b) approved and adopted this Agreement and the other Transaction Documents to which Buyer is a party and (c) determined to recommend to the shareholders of Buyer that such shareholders adopt this Agreement and directed that this Agreement be submitted for consideration by Buyer’s shareholders at a meeting of Buyer’s shareholders. The Buyer Shareholder Approval is the only vote of holders of securities of Buyer which is required to consummate the transactions contemplated hereby, and no other corporate proceedings on the part of Buyer are necessary to approve this Agreement, the Transaction Documents or the transactions contemplated hereby. (cb) This Agreement has been duly and validly 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, except as such enforceability may be limited by the Enforceability Limitations. (d) Each of the Ancillary Agreements . When each other Transaction Document to which Buyer or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Buyer or such Subsidiary, and (assuming due authorization, execution and delivery by the each other party or parties thereto) constitutes or ), such Transaction Document will constitute a legal, valid and binding obligation of Buyer or such Subsidiary enforceable against Buyer or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. (e) Buyer is qualified to do business in each jurisdiction in which the operation of its business makes such qualification necessary or advisable, except where the failure to be so qualified has not had a Buyer Material Adverse Effect.

Organization and Authority of Buyer. (a) Buyer is a Delaware corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware, except where the failure to be in good standing would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer (or if applicablehas full legal right, a Subsidiary of Buyer) has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is or will be a party, carry out its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby (including all power and authority to issue the Buyer Stock Consideration to Seller at the Closing). (b) thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreements to which it (or if applicable, a Subsidiary of Buyer) is or will be a party, the performance by Buyer (or if applicable, a Subsidiary of Buyer) of its obligations hereunder and thereunder and the consummation by Buyer (or if applicable, a Subsidiary of Buyer) of the transactions contemplated hereby and thereby have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, been duly and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer (or if applicable, a Subsidiary of Buyer). (c) . This Agreement has been duly and validly 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 the Enforceability Limitations. (d) . Each of the Ancillary Agreements to which Buyer or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Buyer or such Subsidiary, and (assuming due authorization, execution and delivery by the other party or parties thereto) constitutes or will constitute a legal, valid and binding obligation of Buyer or such Subsidiary enforceable against Buyer or such Subsidiary in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. (e) . No other corporate actions on the part of Buyer are necessary to authorize, execute and deliver this Agreement and the Ancillary Agreements to which Buyer is qualified a party and to do business in each jurisdiction in which consummate the operation of its business makes such qualification necessary or advisable, except where the failure to be so qualified has not had a Buyer Material Adverse Effecttransactions contemplated hereby and thereby.

Organization and Authority of Buyer. (a) Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state State of Delaware, except where the failure to be in good standing would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer (or if applicable, a Subsidiary of Buyer) has all requisite corporate full limited liability company power and authority to enter into this Agreement and each of the Ancillary Agreements Documents to which it Xxxxx is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (including all power and authority to issue the Buyer Stock Consideration to Seller at the Closing). (b) thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreements Document to which it (or if applicable, a Subsidiary of Buyer) Xxxxx is or will be a party, the performance by Buyer (or if applicable, a Subsidiary of Buyer) Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer (or if applicable, a Subsidiary of Buyer) of the transactions contemplated hereby and thereby have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, been duly and validly authorized and approved by all requisite corporate or other similar limited liability company action on the part of Buyer (or if applicable, a Subsidiary of Buyer). (c) . This Agreement has been duly and validly executed and delivered by BuyerXxxxx, 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, moratorium or other similar Laws affecting the Enforceability Limitations. enforcement of creditors rights generally and except as the enforcement of certain provisions hereof may be limited by the application of general equitable principles of law in certain circumstances (d) Each of the whether such provisions are considered in a proceeding at law or in equity). When each Ancillary Agreements Document to which Buyer or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Buyer or such Subsidiary, and Xxxxx (assuming due authorization, execution and delivery by the each other party or parties thereto) constitutes or ), such Ancillary Document will constitute a legal, valid legal and binding obligation of Buyer or such Subsidiary enforceable against Buyer or such Subsidiary 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 Enforceability Limitationsenforcement of creditors rights generally 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). (e) Buyer is qualified to do business in each jurisdiction in which the operation of its business makes such qualification necessary or advisable, except where the failure to be so qualified has not had a Buyer Material Adverse Effect.

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, except where the failure to be in good standing would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer (or if applicable, a Subsidiary of Buyer) Xxxxx has all requisite full corporate power and authority to enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it Xxxxx is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (including all power and authority to issue the Buyer Stock Consideration to Seller at the Closing). (b) thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreements other Transaction Document to which it (or if applicable, a Subsidiary of Buyer) Xxxxx is or will be a party, the performance by Buyer (or if applicable, a Subsidiary of Buyer) Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer (or if applicable, a Subsidiary of Buyer) of the transactions contemplated hereby and thereby have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, been duly and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer (or if applicable, a Subsidiary of Buyer). (c) . This Agreement has been duly and validly executed and delivered by 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 termsterms except (i) as limited by general equitable principles and applicable bankruptcy, except insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as such enforceability 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 the Enforceability Limitations. (d) Each of the Ancillary Agreements applicable law. When each other Transaction Document to which Buyer or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Buyer or such Subsidiary, and Xxxxx (assuming due authorization, execution execution, and delivery by the each other party or parties thereto) constitutes or ), such Transaction Document will constitute a legal, valid legal and binding obligation of Buyer or such Subsidiary enforceable against Buyer or such Subsidiary it in accordance with its terms, except (i) as such enforceability limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting 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 the Enforceability Limitationsapplicable law. (e) Buyer is qualified to do business in each jurisdiction in which the operation of its business makes such qualification necessary or advisable, except where the failure to be so qualified has not had a Buyer Material Adverse Effect.

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, except where the failure to be in good standing would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsCalifornia. Buyer (or if applicable, a Subsidiary of Buyer) has all requisite full corporate power and authority to enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it Buyer is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (including all power and authority to issue the Buyer Stock Consideration to Seller at the Closing). (b) thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreements other Transaction Document to which it (or if applicable, a Subsidiary of Buyer) Buyer is or will be a party, the performance by Buyer (or if applicable, a Subsidiary of Buyer) of its obligations hereunder and thereunder and the consummation by Buyer (or if applicable, a Subsidiary of Buyer) of the transactions contemplated hereby and thereby have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, been duly and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer (or if applicable, a Subsidiary of Buyer). (c) . This Agreement has been duly and validly executed and delivered by 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 subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (ii) the Enforceability Limitations. (d) Each remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the Ancillary Agreements court before which any proceeding therefor may be brought. When each other Transaction Document to which Buyer or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Buyer or such Subsidiary, and (assuming due authorization, execution and delivery by the each other party or parties thereto) constitutes or ), such Transaction Document will constitute a legal, valid legal and binding obligation of Buyer or such Subsidiary enforceable against Buyer or such Subsidiary it in accordance with its terms, except as that (i) such enforceability enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (ii) the Enforceability Limitationsremedy 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. (e) Buyer is qualified to do business in each jurisdiction in which the operation of its business makes such qualification necessary or advisable, except where the failure to be so qualified has not had a Buyer Material Adverse Effect.

Organization and Authority of Buyer. (a) Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state State of Delaware, except where the failure to be in good standing would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsMaryland. Buyer (or if applicable, a Subsidiary of Buyer) has all requisite full corporate power and authority to enter into this Agreement Agreement, the Buyer Note and each of the Ancillary Agreements other Transaction Documents to which it Buyer is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (including all power and authority to issue the Buyer Stock Consideration to Seller at the Closing). (b) thereby. The execution and delivery by Buyer of this Agreement Agreement, they Buyer Note and any Ancillary Agreements other Transaction Document to which it (or if applicable, a Subsidiary of Buyer) Buyer is or will be a party, the performance by Buyer (or if applicable, a Subsidiary of Buyer) of its obligations hereunder and thereunder and the consummation by Buyer (or if applicable, a Subsidiary of Buyer) of the transactions contemplated hereby and thereby have been, and in the case of the transactions contemplated by the Ancillary Agreements, will be prior to the Closing, been duly and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer (or if applicable, a Subsidiary of Buyer). (c) . This Agreement has been duly and validly executed and delivered by 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 the Enforceability Limitations. (d) Each of the Ancillary Agreements bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles. When each other Transaction Document to which Buyer or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Buyer or such Subsidiary, and (assuming due authorization, execution and delivery by the each other party or parties thereto) constitutes or ), such Transaction Document will constitute a legal, valid legal and binding obligation of Buyer or such Subsidiary enforceable against Buyer or such Subsidiary it in accordance with its terms, except as such enforceability 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. When the Enforceability Limitations. Buyer Note has been duly executed and delivered by Buyer (e) assuming due authorization, execution and delivery by each other party thereto), such Buyer is qualified to do business Note will constitute a legal and binding obligation of Buyer enforceable against it in each jurisdiction in which the operation of accordance with its business makes such qualification necessary or advisableterms, except where to the failure to extent enforcement may be so qualified has not had a Buyer Material Adverse Effectlimited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles.