Common use of Organization and Qualification; Authority Clause in Contracts

Organization and Qualification; Authority. (a) The Company validly exists as a limited liability company duly organized and in good standing under Illinois law. The Company has all requisite limited liability company power and authority necessary to own, lease and operate its properties and assets and to carry on its business as now being conducted. Except as set forth in Section 3.1(a) of the Disclosure Schedule, the Company qualifies as a foreign limited liability company in good standing wherever failing to be so qualified and in good standing would result in a Material Adverse Change. (b) The Company has the necessary power and authority to enter into this Agreement and the Escrow Agreement and to consummate the Acquisition and other transactions contemplated by this Agreement. (c) The Company’s signing, delivering, and performing this Agreement and the Escrow Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary limited liability company actions with respect to the Company. (d) This Agreement and the Escrow Agreement have been duly and validly signed and delivered by the Company. (e) Assuming this Agreement and the Escrow Agreement, as applicable, are legally binding obligations of the Purchaser (and the other parties thereto, except the Company, the Sellers and the Sellers’ Representative), this Agreement and the Escrow Agreement are the Company’s legally binding obligations enforceable against the Company in accordance with their respective terms, except to the extent that enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency, and similar Laws affecting creditors’ rights and by the availability of injunctive relief, specific performance, and other equitable remedies. (f) The Company has delivered to the Purchaser true, complete and correct copies of the currently effective organizational and governing documents of the Company.

Organization and Qualification; Authority. (a) The Company Purchaser validly exists as a limited liability company corporation duly organized incorporated and in good standing under Illinois law. The Company has all requisite limited liability company power and authority necessary to own, lease and operate its properties and assets and to carry on its business as now being conducted. Except as set forth in Section 3.1(a) the laws of the Disclosure Schedule, the Company qualifies as a foreign limited liability company in good standing wherever failing to be so qualified and in good standing would result in a Material Adverse ChangeState of Delaware. (b) The Company Purchaser has the necessary corporate power and authority to enter into sign, deliver, and perform, in accordance with their terms, this Agreement and the Escrow Agreement and to consummate the Acquisition and other transactions contemplated by this Agreement and the Escrow Agreement. (c) The CompanyPurchaser’s signing, deliveringdelivering and performing this Agreement and the Escrow Agreement and the consummation of the transactions contemplated by this Agreement, including the Acquisition and the Escrow Agreement, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part, or on behalf, of the Purchaser are necessary to authorize the Purchaser’s signing, delivering and performing this Agreement and the Escrow Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary limited liability company actions with respect to the CompanyEscrow Agreement. (d) This Agreement and the Escrow Agreement have been duly and validly signed and delivered by the CompanyPurchaser. (e) Assuming this Agreement and the Escrow Agreement, as applicable, are legally binding obligations of the Purchaser Sellers and the Company party thereto (and the other parties thereto, except thereto other than the Company, the Sellers and the Sellers’ RepresentativePurchaser), this Agreement and the Escrow Agreement are the CompanyPurchaser’s legally binding obligations enforceable against the Company Purchaser in accordance with their respective terms, except to the extent that enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency, and similar Laws affecting creditors’ rights and by the availability of injunctive relief, specific performance, and other equitable remedies. (f) The Company has delivered to the Purchaser true, complete and correct copies of the currently effective organizational and governing documents of the Company.

Organization and Qualification; Authority. (a) The Company Purchaser validly exists as a limited liability company duly organized and in good standing under Illinois law. the Laws of the State of Delaware. (b) The Company Purchaser has all requisite necessary limited liability company power and authority necessary to ownexecute, lease deliver, and operate its properties and assets and to carry on its business as now being conducted. Except as set forth perform, in Section 3.1(a) of the Disclosure Scheduleaccordance with their terms, the Company qualifies as a foreign limited liability company in good standing wherever failing to be so qualified and in good standing would result in a Material Adverse Change. (b) The Company has the necessary power and authority to enter into this Agreement and the Escrow each Ancillary Agreement to which it is a party and to consummate the Acquisition and other transactions contemplated by this AgreementAgreement and the Ancillary Agreements. (c) The CompanyPurchaser’s signingexecution, delivering, delivery and performing performance of this Agreement and the Escrow Agreement Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by this Agreement Agreement, including the Acquisition, and the Ancillary Agreements have been duly and validly authorized by all necessary limited liability company actions action with respect to the CompanyPurchaser, and no other company proceedings on the part, or on behalf, of the Purchaser are necessary to authorize the Purchaser’s execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (d) This Agreement and each Ancillary Agreement to which the Escrow Agreement have Purchaser is a party has been duly and validly signed executed and delivered by the CompanyPurchaser. (e) Assuming this Agreement and the Escrow AgreementAncillary Agreements, as applicable, are duly executed and delivered and are legally binding obligations of the Purchaser Seller and the Company (and the other parties thereto, except the Company, the Sellers and the Sellers’ Representative), this Agreement and the Escrow Agreement are Ancillary Agreements to which the Company’s legally Purchaser is a party constitute a legal, valid and binding obligations obligation of the Purchaser enforceable against the Company Purchaser in accordance with their respective terms, except to the extent that enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency, and similar Laws affecting creditors’ rights and by the availability of injunctive relief, specific performance, and other equitable remedies. (f) The Company has delivered to the Purchaser true, complete and correct copies of the currently effective organizational and governing documents of the Company.

Organization and Qualification; Authority. (a) The Company validly exists as a limited liability company duly organized and in good standing under Illinois lawthe Laws of the State of Delaware. The Company has all requisite limited liability company power and authority necessary to own, lease and operate its properties and assets and to carry on its business as now being conducted. Except as set forth in Section 3.1(a) of the Disclosure Schedule, the The Company qualifies as a foreign limited liability company in good standing wherever failing to be so qualified and in good standing would result in a Material Adverse Change. (b) The Company has the necessary power and authority to enter into this each Ancillary Agreement and the Escrow Agreement and to consummate the Acquisition and other transactions contemplated by this Agreementwhich it is a party. (c) The Company’s signingexecution, delivering, delivery and performing this performance of each Ancillary Agreement and the Escrow Agreement and the consummation of the transactions contemplated by this Agreement to which it is a party have been duly and validly authorized by all necessary limited liability company actions action with respect to the Company. (d) This Each Ancillary Agreement and to which the Escrow Agreement have Company is a party has been duly and validly signed executed and delivered by the Company. (e) Assuming this Agreement the Ancillary Agreements are duly executed and the Escrow Agreement, as applicable, delivered and are legally binding obligations of the Purchaser (and the other parties thereto, except the Companyparty making this representation), the Sellers Ancillary Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Sellers’ Representative), this Agreement and the Escrow Agreement are the Company’s legally binding obligations Company enforceable against the Company it in accordance with their respective terms, except to the extent that enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency, and similar Laws affecting creditors’ rights and by the availability of injunctive relief, specific performance, and other equitable remedies. (f) The Company Seller has delivered to the Purchaser true, complete and correct copies of the currently effective organizational and governing documents of the Company. (g) The Seller has delivered to the Purchaser true, complete and correct copies of all currently effective shareholders agreements or similar documents with respect to the Company.