Common use of Organization and Good Standing; Authority and Enforceability Clause in Contracts

Organization and Good Standing; Authority and Enforceability. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Seller and its applicable Subsidiaries has all necessary corporate or other organizational power and authority to carry on the Business and to own and use the Acquired Assets. (b) Seller has all necessary corporate power and authority to (i) execute and deliver this Agreement and the other Transaction Agreements to which Seller is a party; (ii) perform its obligations hereunder and thereunder; and (iii) consummate the Transactions and the other transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the other Transaction Agreements to which Seller is a party, and the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the Transactions and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Seller. (c) This Agreement and the other Transaction Agreements to which Seller is a party has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its and their respective terms, subject in each case to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity. (d) No insolvency or similar proceedings have been initiated or threatened by or against the Business.

Organization and Good Standing; Authority and Enforceability. (a) Each Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delawareorganization. Each of Seller and its applicable Subsidiaries has all necessary corporate or other organizational power and authority to carry on the Business as currently conducted and to own and use the Acquired AssetsAssets as currently used in the Business. (b) Each Seller has all necessary corporate power and authority to (i) execute and deliver this Agreement and Agreement, the other Transaction Agreements to which such Seller is or will be a party; (ii) party and each certificate and other instrument required by this Agreement or any other Transaction Agreements to be executed and delivered by such Seller pursuant hereto or thereto, to perform its obligations hereunder and thereunder; thereunder and (iii) to consummate the Transactions and the other transactions contemplated hereby and thereby. The execution and delivery by Seller each of the Sellers of this Agreement and Agreement, the other Transaction Agreements to which such Seller is or will be a partyparty and each certificate and other instrument required to be executed and delivered by such Seller pursuant hereto or thereto, and the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the Transactions and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of such Seller. (c) This Agreement The Board has unanimously approved, and the members of each Seller have unanimously approved, this Agreement, the other Transaction Agreements to which such Seller is or will be a party and the Transactions and the other transactions contemplated hereby and thereby in compliance with applicable Law and the Organizational Documents, and no other corporate proceedings on the part of such Seller or any of its Subsidiaries are necessary to authorize this Agreement or any other Transaction Agreements to which such Seller is or will be a party or to consummate the Transactions on the terms set forth herein and therein. (d) This Agreement, the other Transaction Agreements to which each Seller is or will be a party and each agreement, document, certificate and other instrument required to be executed and delivered by such Seller pursuant hereto or thereto has been (or will be) duly and validly executed and delivered by such Seller and, assuming the due authorization, execution and delivery by BuyerBuyer and Acquisition Sub, constitutes (or will constitute) a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its and their respective terms, subject in each case to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and remedies of creditors creditors, and to general principles of equity. (de) No insolvency Section 5.1(e) of the Seller Disclosure Schedule sets forth the indirect ownership percentage of each Parent Holder of Parent (the “Indirect Ownership Percentage”). Other the Indirect Ownership Percentages set forth on Section 5.1(e) of the Seller Disclosure Schedule, Parent (i) does not have any, nor are there outstanding rights (whether or similar proceedings have been initiated not currently exercisable) for or threatened related to, other ownership percentages, units, membership interests or any shares of capital stock or any other equity or ownership interests of any kind authorized, designated, issued or outstanding, and (ii) is not bound by any promise or against the Businesscommitment to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any ownership percentages, units, membership interests or any shares of capital stock or any other equity or ownership interests.

Organization and Good Standing; Authority and Enforceability. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Each of Seller and its applicable Subsidiaries has all necessary corporate or other organizational power and authority to carry on the Business and to own and use the Acquired Assets. Each Transferred Subsidiary is a corporation, limited liability company or other legal entity, duly formed, validly existing and in good standing (to the extent such concept is legally recognized) under the Laws of the jurisdiction of its organization. (b) Seller has all necessary corporate power and authority to (i) execute and deliver this Agreement and the other Transaction Agreements to which Seller is a party; (ii) perform its obligations hereunder and thereunder; and (iii) consummate the Transactions and the other transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the other Transaction Agreements to which Seller is a party, and the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the Transactions and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Seller. The Seller Board has approved this Agreement, declared this Agreement to be advisable, approved the Transactions contemplated hereby, determining them to be fair and in the best interest of Seller and its stockholders. (c) This Agreement and the other Transaction Agreements to which Seller is a party has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its and their respective terms, terms subject in each case to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganization moratorium, fraudulent conveyance or other preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) No insolvency vote of the holders of any class or similar proceedings have been initiated series of Seller Capital Stock is necessary pursuant to applicable Law, the charter or threatened by or against the Businessbylaws of Seller to consummate the Transactions.

Organization and Good Standing; Authority and Enforceability. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization. Selling Subsidiary is a Malaysian corporation duly organized, validly existing and in good standing under the State Laws of Delawareits jurisdiction of organization. Each of Seller Seller, Selling Subsidiary and its their applicable Subsidiaries has all necessary corporate or other organizational power and authority to carry on the Business and to own and use the Acquired Transferred Assets. (b) Seller has and Selling Subsidiary have all necessary corporate power and authority to (i) execute and deliver this Agreement and Agreement, the other Transaction Agreements to which Seller is a party; (ii) or Selling Subsidiary are or will be parties and each certificate and other instrument required by this Agreement or any other Transaction Agreements to be executed and delivered by Seller or Selling Subsidiary pursuant hereto or thereto, to perform its their obligations hereunder and thereunder; thereunder and (iii) to consummate the Transactions and the other transactions contemplated hereby and thereby. The execution and delivery by Seller and Selling Subsidiary of this Agreement and Agreement, the other Transaction Agreements to which Seller is a partyor Selling Subsidiary are or will be parties and each certificate and other instrument required to be executed and delivered by Seller or Selling Subsidiary pursuant hereto or thereto, and the performance by Seller and Selling Subsidiary of its their obligations hereunder and thereunder thereunder, and the consummation by Seller and Selling Subsidiary of the Transactions and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Seller. (c) This Agreement Seller and Selling Subsidiary. The board of directors of Seller and the board of directors of Selling Subsidiary have each approved this Agreement, the other Transaction Agreements to which Seller or Selling Subsidiary are or will be parties, as applicable, and the Transactions and the other transactions contemplated hereby and thereby, and no other corporate proceedings on the part of Seller, Selling Subsidiary or any of their respective Subsidiaries are necessary to authorize this Agreement or any other Transaction Agreements to which Seller and Selling Subsidiary are or will be parties or to consummate the Transactions on the terms set forth herein and therein. No Person other than Seller, Selling Subsidiary and their respective Subsidiaries own, have any rights to or under, or hold any other interest in any Transferred Assets (other than non-exclusive licenses to Business Products or to Transferred PCIe Assets granted by Seller, Selling Subsidiary or any of their respective Subsidiaries in the ordinary course of business incident to a sale to an end-user customer in connection with sales of Business Products). (c) This Agreement, the other Transaction Agreements to which Seller, Selling Subsidiary or any of their respective Subsidiaries is or will be a party and each certificate and other instrument required to be executed and delivered by Seller, Selling Subsidiary or any of their respective Subsidiaries pursuant hereto or thereto has been (or will be) duly and validly executed and delivered by Seller Seller, Selling Subsidiary or such Subsidiary, and, assuming the due authorization, execution and delivery by Buyer, constitutes (or will constitute) a legal, valid and binding obligation of each of Seller, Selling Subsidiary, and any such Subsidiary, enforceable against Seller each of Seller, Selling Subsidiary, and any such Subsidiary in accordance with its and their respective terms, subject in each case to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and remedies of creditors creditors, and to general principles of equity. (d) No insolvency Selling Subsidiary is the only Subsidiary of Seller that has title to any asset reasonably expected to be a Transferred Asset or similar proceedings have been initiated or threatened by or against the Businessan obligation reasonably expected to be an Assumed Liability.