Common use of Organization and Authority of Seller Clause in Contracts

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Idaho. Seller has full power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generally.

Organization and Authority of Seller. Title to Shares 3.1.1 With respect to any Seller that is not a natural person, such Seller is a corporation an entity duly organized, validly existing and in good standing under the Laws of the state of Idahojurisdiction in which it is organized. Each Seller has full power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. With respect to any Seller that is a natural person, such Seller has all requisite legal power to enter into this Agreement and the other Transaction Documents to which such Seller is a party, and (c) to carry out its obligations hereunder and thereunder, and to consummate the transactions Transactions contemplated hereby and thereby. . 3.1.2 The execution and delivery by each Seller of this Purchase Agreement and any each of the other Transaction Document to which Seller is a partyDocuments, the performance by such Seller of its obligations hereunder and thereunder thereunder, and the consummation by such Seller of the transactions Transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by the Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, except as may be limited by subject to: (i) Laws of general application relating to bankruptcy, insolvency, moratoriumreorganization, or moratorium and other similar laws Laws affecting or relating to enforcement of creditors’ rights generally, and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies (collectively, the “Remedies Exception”). 3.1.3 Each Seller is the owner of record and beneficially, free and clear of all Liens (other than restrictions on transfers under applicable securities Laws), of the number of Purchased Shares listed as being owned by such Seller on Schedule 2.1. None of such Seller’s Shares were issued in violation of any agreement, arrangement or commitment to which such Seller is a party or, at the time of Closing, will be subject to or in violation of any preemptive or similar rights of any Person. Upon the consummation of the Transactions, the Buyer will acquire valid title to the Purchased Shares of such Seller.

Organization and Authority of Seller. (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoDelaware, 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 Seller and its Subsidiaries to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Seller (or, if applicable, a Subsidiary of Seller) has full all requisite corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and each of the other Transaction Documents Ancillary Agreements to which Seller it is or will be a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby by this Agreement or the Ancillary Agreements (including all power and thereby. authority to sell, assign, transfer and convey the Shares as provided by this Agreement and to effect the Restructuring). (b) The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document Ancillary Agreements to which Seller it (or, if applicable, a Subsidiary of Seller) is or will be a party, the performance by Seller (or, if applicable, a Subsidiary of Seller) of its obligations hereunder and thereunder and the consummation by Seller (or, if applicable, a Subsidiary of Seller) of the transactions contemplated hereby and thereby have been and, in the case of the transactions contemplated by the Ancillary Agreements and the Restructuring, will be prior to Closing, duly and validly authorized and approved by all requisite corporate or other similar action on the part of Seller (or, if applicable, a Subsidiary of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase ). (c) This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly and validly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, moratorium or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general equity principles (the “Enforceability Limitations”). (d) Each of the Ancillary Agreements to which Seller or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Seller 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 Seller or such Subsidiary enforceable against Seller or such Subsidiary in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations.

Organization and Authority of Seller. (a) Except as set forth in Section 3.1(a) of the Seller Disclosure Schedule, Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the state State of Idaho. Seller Delaware and has full all requisite corporate power and authority to (a) own, lease and operate or lease the Business properties and assets now owned, leased and operated or leased by it and to carry on the operations of the Business as now being conducted by it. Seller and each of the Asset Affiliates are duly qualified or licensed to do business and are in good standing in each jurisdiction in which the property owned, leased or operated by it with respect to the Business or the nature of the business conducted by the Division makes such licensing or quali- fication necessary, except in any jurisdictions where the failure to be so duly qualified or licensed or in good standing would not in the aggregate have a material adverse effect on the assets, liabilities, business, results of operations or financial condition of the Business, including the Conveyed Subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT"). Seller has heretofore made available to Buyer a complete and correct copy of each of its business Restated Certificate of Incorporation and Bylaws, as it has been and is currently conducting, in effect. (b) enter into Seller has all requisite corporate power and authority to execute and deliver this Purchase Agreement and the other Transaction Documents Related Agreements and to which Seller is a party, and (c) to carry out perform its obligations hereunder and thereunder, thereunder and each Asset Affiliate of Seller has all requisite power and authority to consummate the transactions contemplated hereby convey to Buyer title subject to Permitted Liens and therebyconsents of third parties that might be required. The execution and delivery of this Agreement and the Related Agreements by Seller of this Purchase Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite the Board of Directors of Seller (the "BOARD") and no other corporate or stockholder action on the part of Seller. The board Seller or any of directors its Asset Affiliates is necessary to authorize the execution, delivery and performance of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction DocumentRelated Agreements. Each Transaction Document This Agreement has been duly executed and delivered by SellerSeller and constitutes, and (assuming due authorization, execution and delivery of this Agreement by Buyer) , and each Transaction Document constitutes of the Related Agreements to be executed and delivered by Seller pursuant hereto, when fully executed and delivered, shall constitute, a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generally.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoWashington. Seller has full all necessary corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a partyAncillary Documents, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document to which Seller is a partythe Ancillary Documents, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting or relating to 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 Seller is or will be a party has been duly executed and delivered by Seller, such Ancillary Document (assuming due authorization, execution and delivery by Buyer) will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoDelaware. Seller has full corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as to the extent the enforceability may be limited by (a) applicable Laws relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization, moratorium or other similar laws laws, from time to time in effect affecting or relating to generally the enforcement of creditors’ rights generallyand remedies, and (b) general principles of equity. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except to the extent the enforceability may be limited by (a) applicable Laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws, from time to time in effect affecting generally the enforcement of creditors’ rights and remedies, and (b) general principles of equity.

Organization and Authority of Seller. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state of IdahoDelaware. Seller has full limited liability company power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws generally affecting the rights of creditors and subject to general principles of equity, regardless of whether enforcement is sought in equity or relating in law). When each other Transaction Document to creditors’ which Seller is or will be a party has been duly executed and delivered by Seller, such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights generallyof creditors and subject to general principles of equity, regardless of whether enforcement is sought in equity or in law).

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the state State of Idaho. Seller has full Wisconsin, with corporate power and authority to (a) own, operate or lease the own its properties and assets conduct its business as now owned, operated or leased conducted by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunderinto, and to consummate perform its obligations under, this Agreement, including without limitation to own, hold, sell and transfer (pursuant to this Agreement) the transactions contemplated hereby and therebyShares. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by , and this Purchase Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by SellerSeller and, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes Buyer and that Buyer has full power, authority and legal right to enter into and perform its obligations hereunder, is a legal, valid and binding obligation agreement of Seller Seller, enforceable against Seller in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, moratorium, or other insolvency and similar laws affecting or relating to creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Except as set forth in Section 2.1 of the Disclosure Letter, the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller do not conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or by-laws of Seller, or any material indenture, mortgage, deed of trust, lease or other agreement to which Seller is a party or by which it or any of its property is bound, or any judgment, decree or order, applicable to Seller, of any court or other governmental authority. Except as set forth in Section 2.1 of the Disclosure Letter and other than as required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “Hxxx-Xxxxx-Xxxxxx Act”), the applicable reporting requirements under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable Industrial-Security Regulations (as defined in Section 5.4 hereof), no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, national, state or local governmental or regulatory agency or authority is required to be made or obtained by Seller or the Company in order to execute or deliver this Agreement or to consummate the transactions contemplated hereby.

Organization and Authority of Seller. Each Seller is a ------------------------------------ corporation duly organized, validly existing and in good standing under the Laws laws of the state State of IdahoDelaware. Each Seller is duly qualified and in good standing to do business as a foreign corporation in each of the States listed in Section 5(a) of the Disclosure Schedule, and Section 5(a) of the Disclosure Schedule sets forth a true and complete list of the other jurisdictions in which each Seller is qualified to do business as a foreign corporation. Each Seller has full all corporate power and authority necessary to (a) own, operate or own and lease the its properties and assets now owned, operated or leased by it and to carry on its business respective businesses as it has been and is currently conductingnow conducted, (b) to enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby hereby. All corporate acts and thereby. The execution proceedings required to be taken to authorize the execution, delivery and delivery performance by Seller Sellers and Marvel of this Purchase Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller Sellers and Marvel of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Sellerand properly taken. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, each Seller and (assuming Marvel. Assuming due authorization, execution and delivery by Buyer) each Transaction Document Buyer of this Agreement, this Agreement constitutes a legal, valid and binding obligation obligations of each Seller and Marvel, enforceable against each Seller and Marvel in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, or moratorium and other similar laws affecting creditors' rights generally and by general principles of equity. The execution, delivery and performance by Sellers and Marvel of this Agreement does not, and the consummation by Sellers and Marvel of the transactions contemplated hereby will not, (i) conflict with, or relating result in any violation of, any provision of the Certificates of Incorporation or by-laws of Sellers and Marvel, or (ii) conflict with, result in any violation of, or constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation of any Lien on any of the Acquired Assets under any instrument, contract, commitment or agreement to creditors’ rights generallywhich Sellers or any of their respective affiliates, or Marvel, is a party or by which Sellers or any of their respective affiliates, or Marvel, or any of the Acquired Assets are bound, or any judgment, order, writ, injunction or decree to which Sellers or any of their respective affiliates, or Marvel, have been specifically identified as subject, or any statute, law, ordinance, rule or regulation applicable to Sellers, any of their respective affiliates, Marvel or the Acquired Assets (except where such conflict, violation, default, termination, acceleration or Lien would not materially impair the ability of Sellers or Marvel to consummate the transactions contemplated hereby, or would not have, individually or in the aggregate, a Material Adverse Effect). Except for the filing of premerger notification and report forms under the HSR Act with respect to the transactions contemplated hereby, if applicable, no material consent, approval, license, permit, order or authorization of, notice to or registration, declaration or filing with (collectively, "Government Approvals") any Government Authority is required to be obtained or made by or with respect to Sellers in connection with the execution, delivery and performance by Sellers or Marvel of this Agreement or the consummation by Sellers or Marvel of the transactions contemplated hereby or compliance by Sellers or Marvel with the terms hereof, other than those which if not obtained or made (A) would not materially impair Sellers' or Marvel's ability to consummate the transactions contemplated hereby or (B) would not, individually or in the aggregate, have a Material Adverse Effect.

Organization and Authority of Seller. (a) Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the state State of IdahoDelaware. Seller has full all requisite corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and each of the other Transaction Documents Ancillary Agreements to which Seller it is or will be a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. thereby (including all power and authority to sell, assign, transfer and convey the Company Securities as provided by this Agreement). (b) The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document Ancillary Agreements to which Seller it is or will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase . (c) This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly and validly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general equity principles (the “Enforceability Limitations”). (d) Each of the Ancillary Agreements to which Seller or its Affiliates is or will be a party has been or will be duly and validly executed and delivered by Seller or its Affiliates, as applicable, 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 Seller or its Affiliates enforceable against in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations.

Organization and Authority of Seller. (a) Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the state State of IdahoFlorida. Seller has full legal right, all requisite corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and each of the other Transaction Documents Ancillary Agreements to which Seller it is or will be a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. thereby (including all power and authority to sell, assign, transfer and convey the Target Securities and the Acquired Group Companies as provided by this Agreement). (b) The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document Ancillary Agreements to which Seller it is or will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase . (c) This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly and validly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general equity principles (the “Enforceability Limitations”). (d) Each of the Ancillary Agreements to which Seller or its Affiliates is or will be a party has been or will be duly and validly executed and delivered by Seller or its Affiliates, as applicable, 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 Seller or its Affiliates enforceable against in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. No other corporate actions on the part of Seller are necessary to authorize, execute and deliver this Agreement and the Ancillary Agreements to which Seller is a party and to consummate the transactions contemplated hereby and thereby.

Organization and Authority of Seller. (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of Canada. Each of the state Seller Parties and the Transferred Group Companies is 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 Idahoits jurisdiction of organization or incorporation. Each of Seller, the Seller Parties and the Transferred Group Companies, as applicable, has full all requisite corporate, limited liability company or partnership power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (bi) enter into this Purchase Agreement and each of the other Transaction Documents Ancillary Agreements to which Seller it is or will be a party, and (cii) to carry out its obligations hereunder under this Agreement and thereundereach of the Ancillary Agreements to which it is, and or is specified to be, a party, (iii) consummate the transactions contemplated hereby and therebythereby (including all power and authority to sell, assign, transfer and convey the Transferred Assets as provided by this Agreement) and (iv) own, lease and operate the Transferred Assets, and to conduct the Business, in all material respects, as it is now being conducted. Each of Seller, the Seller Parties and the Transferred Group Companies is qualified to do business and is in good standing in each jurisdiction in which the Transferred Assets, or the operation of the Business as currently conducted makes such qualification necessary, except where the failure to be so qualified or in good standing has not had a Material Adverse Effect. (b) The execution and delivery by Seller of this Purchase Agreement Agreement, the execution and delivery of the Joinder by the UK Share Sellers and the execution and delivery by each of Seller, any of the Seller Parties and any other Transaction Document of the Transferred Group Companies of any Ancillary Agreements to which Seller it is or will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby by this Agreement and thereby such Ancillary Agreements, have been duly and validly authorized and approved by all requisite corporate action or similar actions on the part of Seller. The board of directors of , such Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase Parties or such Transferred Group Company, as applicable. (c) This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly and validly executed and delivered by Sellereach of Seller and, upon the execution of the Joinder, the UK Share Sellers, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller and each UK Share Seller enforceable against Seller and such Share Seller in accordance with its terms, except as may be limited by (i) bankruptcy, insolvency, moratorium, moratorium or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and (ii) equitable principles of general applicability (the “Enforceability Limitations”). (d) Each of the Ancillary Agreements to which Seller, any of the Seller Parties or any Transferred Group Company is or will be a party has been or will be duly and validly executed and delivered by Seller, such Seller Party or such Transferred Group Company, as applicable, 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 Seller, such Seller Party or such Transferred Group Company, as applicable, enforceable against Seller, such Seller Party or such Transferred Group Company, as applicable, in accordance with its terms, except as may be limited by the Enforceability Limitations. (e) (i) True and complete copies of the Organizational Documents of each Transferred Group Company have been, or will be prior to the Closing, made available to Buyer, (ii) such Organizational Documents are in full force and effect as of the date hereof and (iii) no Transferred Group Company is in default of any provision thereof in any material respect.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoDelaware. Seller has full all necessary corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents Ancillary Agreements to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document Ancillary Agreements to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). As of Closing, each other Ancillary Agreement to which Seller will be a party will be duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Seller. (a) Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the state State of IdahoFlorida. Seller has full legal right, all requisite corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and each of the other Transaction Documents Ancillary Agreements to which Seller it is or will be a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. thereby (including all power and authority to sell, assign, transfer and convey the Target Securities as provided by this Agreement). (b) The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document Ancillary Agreements to which Seller it is or will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action on the part of Seller. The board . (c) This Agreement, each Ancillary Agreement to which Seller is or will be a party, the performance by Seller of directors its obligations hereunder and thereunder and the consummation by Seller of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller hereby and thereby have approved each Transaction Document. Each Transaction Document has been duly and validly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general equity principles (the “Enforceability Limitations”). No other corporate actions on the part of Seller are necessary to authorize, 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 Seller. Seller is a corporation limited liability company, duly organized, validly existing and in good standing under the Laws of the state State of IdahoDelaware, except where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to prevent, prohibit, materially delay or materially impair the consummation of the transactions contemplated hereby. Seller has full power and authority to (a) own, operate or lease the properties execute and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into deliver this Purchase Agreement and the other Transaction Documents to which Seller it is or will be a party, and (c) to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, including the Transaction. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document to which Seller it is or will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby thereby, including the Transaction, have been duly authorized by all requisite corporate action on the part of Selleror other organizational action. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the Closing, Seller will deliver to Buyer the QL Shares, free and clear of any Encumbrances. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by Buyer) each other party or parties thereto), such Transaction Document constitutes will constitute a legal, valid legal and binding obligation of Seller Seller, enforceable against Seller it in accordance with its terms, except as may be limited by subject to the bankruptcy, insolvency, moratoriumfraudulent conveyance, or other preferential transfer, reorganization, moratorium and similar laws affecting or Laws relating to or affecting creditors’ rights generallyand to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).

Organization and Authority of Seller. Seller is a limited liability company or corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoDelaware. Seller has full all necessary corporate or limited liability company (as applicable) power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller it is a party, and (c) to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any the other Transaction Document Documents to which Seller it is a party, the performance by Seller of its obligations hereunder and thereunder thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company (as applicable) action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase This Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyerthe other parties) each Transaction Document this Agreement constitutes a legal, valid valid, and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws Laws affecting or relating to creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When the Transaction Documents to which Seller is or will be a party have been duly executed and delivered by Seller, the Transaction Documents (assuming due authorization, execution, and delivery by the other parties thereto) will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of Seller. (a) Except as set forth in Section 3.1(a) of the Seller Disclosure Schedule, Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the state State of Idaho. Seller Delaware and has full all requisite corporate power and authority to (a) own, lease and operate or lease the Business properties and assets now owned, leased and operated or leased by it and to carry on the operations of the Business as now being conducted by it. Seller and each of the Asset Affiliates are duly qualified or licensed to do business and are in good standing in each jurisdiction in which the property owned, leased or operated by it with respect to the Business or the nature of the business conducted by the Division makes such licensing or quali- fication necessary, except in any jurisdictions where the failure to be so duly qualified or licensed or in good standing would not in the aggregate have a material adverse effect on the assets, liabilities, business, results of operations or financial condition of the Business, including the Conveyed Subsidiaries, taken as a whole (a "Material Adverse Effect"). Seller has heretofore made available to Buyer a complete and correct copy of each of its business Restated Certificate of Incorporation and Bylaws, as it has been and is currently conducting, in effect. (b) enter into Seller has all requisite corporate power and authority to execute and deliver this Purchase Agreement and the other Transaction Documents Related Agreements and to which Seller is a party, and (c) to carry out perform its obligations hereunder and thereunder, thereunder and each Asset Affiliate of Seller has all requisite power and authority to consummate the transactions contemplated hereby convey to Buyer title subject to Permitted Liens and therebyconsents of third parties that might be required. The execution and delivery of this Agreement and the Related Agreements by Seller of this Purchase Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite the Board of Directors of Seller (the "Board") and no other corporate or stockholder action on the part of Seller. The board Seller or any of directors its Asset Affiliates is necessary to authorize the execution, delivery and performance of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction DocumentRelated Agreements. Each Transaction Document This Agreement has been duly executed and delivered by SellerSeller and constitutes, and (assuming due authorization, execution and delivery of this Agreement by Buyer) , and each Transaction Document constitutes of the Related Agreements to be executed and delivered by Seller pursuant hereto, when fully executed and delivered, shall constitute, a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generally.

Organization and Authority of Seller. (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the state State of IdahoDelaware. Seller has full power and authority to (a) own, operate own or lease the and to operate and use its properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, now conducted. (b) enter into Seller has full power and authority to execute, deliver and perform this Purchase Agreement and all of the Seller Ancillary Agreements. The execution, delivery and performance of this Agreement and the other Transaction Documents to which Seller Ancillary Agreements by Seller have been duly authorized and approved by its board of directors and do not require any further authorization or consent of Seller or its stockholders. This Agreement has been duly authorized, executed and delivered by Seller and is a partythe legal, valid and binding obligation of Seller enforceable in accordance with its terms, and (c) to carry out its obligations hereunder each of the Seller Ancillary Agreements has been duly authorized by Seller and thereunder, and to consummate the transactions contemplated hereby and thereby. The upon execution and delivery by Seller of this Purchase Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to will be conveyed by this Purchase Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. (c) Except as set forth in Schedule 4.1, neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of Seller or the Company, under (1) the charter or By-laws of Seller or the Company, (2) any note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which either of Seller or the Company is a party or any of the respective assets or properties of Seller or the Company is subject or by which Seller or the Company is bound except where such conflict, breach, or result would not have a Material Adverse Effect as to Seller, (3) any Court Order to which Seller or the Company is a party or any of the respective assets or properties of Seller or the Company is subject or by which Seller or the Company is bound, or (4) any Requirements of Laws affecting Seller, the Company or their respective assets or properties; or (ii) require the approval, consent, authorization or act of, or the making by Seller or the Company of any declaration, filing or registration with, any Person, except as may be limited by bankruptcyprovided under the HSR Act, insolvencythe Alabama HMO Statutes and the Florida HMO Statutes, moratoriumexcept where the failure to obtain such approval, consent, authorization or act, or make such declaration, filing or registration would not have a Material Adverse Effect as to the Company. (d) From August 25, 1998 to the date of this Agreement, except as set forth in Schedule 4.1, Seller, and, as applicable, its Affiliates, have negotiated exclusively with Buyer and one or more of Buyer's Affiliates, with respect to either the sale of the Shares or the sale of substantially all of the assets of the Company and neither Seller nor any of their Affiliates has directly or indirectly, negotiated with, extended an offer to, solicited, initiated or encouraged (including by way of furnishing information) an offer from, or entered into an agreement with any other similar laws affecting person or relating entity with respect to creditors’ rights generallyeither the Shares or any of the assets of the Company, or with respect to any transaction that would adversely affect the value of the Shares to Buyer. (e) Except as set forth in Schedule 4.1 or as otherwise expressly contemplated hereby, neither Seller (directly or indirectly) nor any of its Affiliates, including, but not limited to the Company, (directly or indirectly) has entered into or is bound by the terms of any understanding, agreement, judgment, order or settlement which would preclude it from entering into and performing in accordance with the terms of this Agreement.

Organization and Authority of Seller. (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of IdahoDelaware. Seller has full all requisite corporate power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it enter into and to carry on perform its business as it has been and is currently conducting, obligations under this Agreement. (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The board of directors of Seller have (the “Seller Board”) has duly adopted resolutions by which the Seller Board has: (i) determined that the Purchase Price is a fair price for sale of the assets to be conveyed by Shares and this Purchase Agreement and that the other transactions contemplated by hereby, including without limitation an amendment to the Transaction Documents Company’s certificate of incorporation substantially in the form attached hereto as Exhibit E (the “Company Charter Amendment”), are advisable and fair to and in the best interests of Seller and have its stockholders; (ii) authorized and approved the execution, delivery and performance of this Agreement (including the sale of the Shares) by Seller; and (iii) resolved to recommend the authorization of the sale of the Shares pursuant to the terms of this Agreement and the Company Charter Amendment by Seller’s stockholders (such recommendation, the “Seller Board Recommendation”) at the Seller Stockholder Meeting. (c) The execution and delivery of this Agreement by the Seller Parties and the consummation by the Seller Parties of the transactions contemplated hereby has been duly authorized by all necessary corporate action on the part of each Transaction Document. Each Transaction Document of the Seller Parties, and no other corporate proceedings on the part of Seller are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby, subject only to the receipt of the Required Stockholder Vote and the approval of the Company Charter Amendment by Seller as the sole stockholder of the Company following the Restructuring. (d) This Agreement has been duly executed and delivered by Sellereach of the Seller Parties, and (assuming due authorization, execution and delivery by BuyerPurchasers and receipt of the Required Stockholder Vote and the approval of the Company Charter Amendment by Seller as the sole stockholder of the Company following the Restructuring) each Transaction Document this Agreement constitutes a legal, valid and binding obligation of each of the Seller Parties, enforceable against each of the Seller Parties in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting or relating to 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 Seller. (a) Seller has been duly incorporated, is a corporation duly organized, validly existing and is in good standing under the Laws laws the State of Delaware, with the state of Idaho. Seller has full requisite corporate power and authority to conduct its business (aincluding the Business) as it is presently being conducted and to own, operate or lease the properties Transferred Assets. Seller is duly qualified to do business and assets now owned, operated or leased is in good standing in each jurisdiction where the nature of the business conducted by it and or the property it owns, leases or operates requires it to carry on its qualify to do business as it has been and is currently conducting, a foreign corporation. (b) Seller has the full corporate power and authority to enter into this Purchase Agreement and the other Transaction Documents to which Seller it is a party, and (c) to carry out perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of and performance of the obligations under this Agreement and the Transaction Documents have been duly authorized by Seller. This Agreement has been, and the Transaction Documents to be executed by Seller will be, at the time of their respective execution and delivery, duly executed and delivered by or on behalf of Seller and constitute, or will constitute, at the time of their respective execution and delivery, legal, valid and binding agreements of Seller, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and no other proceedings on the part of Seller are necessary to authorize this Purchase Agreement and any other or the Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder Documents and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on or thereby. Seller has not (i) filed or had filed against it a petition in bankruptcy or a petition to take advantage of any other insolvency act, (ii) admitted in writing its inability to pay its debts generally, (iii) made an assignment for the benefit of creditors, (iv) consented to the appointment of a receiver for itself or any substantial part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratoriumproperty, or other similar laws affecting (v) generally committed any act of insolvency (including the failure to pay obligations as they become due) or relating to creditors’ rights generallybankruptcy.