Common use of Organization; Authority and Enforceability Clause in Contracts

Organization; Authority and Enforceability. 1.1 The Parent and the Seller are corporations duly incorporated and validly existing under the Laws of the State of Delaware. 1.2 Each Company Group Member is duly incorporated or otherwise organized and validly existing under the Laws of its jurisdiction of organization and has the requisite power and authority to own its assets and properties and operate its business as now conducted. Each Company Group Member is duly qualified as a foreign corporation or other organization to do business, and is in good standing (where such concept is legally recognized in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification and good standing necessary, except for failures to so qualify or be in good standing that, individually or in the aggregate, would not have a Material Adverse Effect. 1.3 The Parent has made available to the Purchaser prior to the Signing Date true and complete copies of the certificate of incorporation, bylaws or similar constitutional documents of the Company and each Material Subsidiary. 1.4 Each of the Parent and the Seller has all requisite power to enter into, complete the transactions contemplated by, and carry out its obligations under, each of the Transaction Agreements to which it is a party. 1.5 This Agreement has been duly executed and delivered by the Parent and the Seller. 1.6 Assuming due authorization, execution and delivery by the other parties hereto, each of the Transaction Agreements to which the Parent or the Seller (as applicable) is a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of the Parent or the Seller (as applicable), enforceable against the Parent or the Seller (as applicable) in accordance with its terms, subject to the Bankruptcy Exceptions. 1.7 The execution, delivery and performance by each of the Parent and the Seller of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by the Parent and the Seller (as applicable) of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary corporate and shareholder action on the part of the Parent and the Seller, and no further approval or authorization shall be required on the part of the Parent or the Seller. 1.8 The Company has provided the Purchaser with true and complete copies of (i) the organizational documents set forth on Schedule 1.8 of the Disclosure Letter, (ii) all principal Contracts relating to existing or planned Indebtedness for borrowed money over US$ 10 million and (iii) the following information for each Company Group Member owning Aircraft: (v) such Company Group Member’s jurisdiction of incorporation or establishment, jurisdiction of intended tax residence, organizational form, classification for U.S. Tax purposes and, to the extent such Company Group Member is a trust or partnership, its beneficial owner and trustee or general partner, as applicable; (w) a description of the Aircraft and Engines owned by such Company Group Member; (x) whether such Aircraft are subject to Encumbrances to secure the Indebtedness of the Company Group; (y) to the Seller’s knowledge, the jurisdiction in which such Aircraft are registered; and (z) to the Seller’s knowledge, the jurisdiction in which the applicable Lessee is incorporated.

Organization; Authority and Enforceability. 1.1 The (a) Each of Parent and the Seller are corporations Purchaser is a corporation duly incorporated and organized, validly existing and in good standing under the Laws of the State of Delaware. 1.2 Each Company Group Member is duly incorporated or otherwise organized and validly existing under the Laws laws of its jurisdiction of organization and has the incorporation with all requisite power to enable it to own, lease and authority to own operate its assets and properties and operate to conduct its business as now conducted. Each Company Group Member currently being conducted and is duly qualified to do business as a foreign corporation or other organization to do business, and is in good standing (where such concept is legally recognized in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased properties or in which the nature of its activities makes the business conducted by it or the character or location of the properties owned or leased by it requires such qualification and good standing necessaryqualification, except for failures to the extent the failure so to qualify or be in good standing that, individually or in the aggregate, would not have a Material Adverse Effect. 1.3 The Effect with respect to Parent has made available to the Purchaser prior to the Signing Date true or Purchaser. Complete and complete correct copies of the certificate of incorporationincorporation or articles of incorporation and bylaws, bylaws or similar constitutional documents each as amended to date, of Parent and Purchaser have been made available to the Company and each Material SubsidiaryCompany. 1.4 (b) Each of the Parent and the Seller Purchaser has all requisite corporate power and authority to enter intoexecute and deliver this Agreement, complete to perform its obligations hereunder and to consummate the transactions contemplated by, hereby. The execution and carry out its obligations under, each delivery of this Agreement and the Documents executed by either or both of Parent and Purchaser and the consummation of the Transaction Agreements to which it is a party. 1.5 transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent and Purchaser, as applicable. This Agreement has been duly executed and delivered by the Parent and Purchaser, and the Seller. 1.6 Assuming due authorizationDocuments to be signed by them will at the Closing have been duly executed and delivered by Parent and Purchaser, execution and delivery by the other parties hereto, each of the Transaction Agreements to which the Parent or the Seller (as applicable) is a party constitutes, or upon execution and delivery thereof, will constitute, this Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and the Documents to be signed by them will at the Closing constitute the legal, valid and binding obligations of Parent or the Seller (as applicable)and Purchaser, enforceable against the Parent or the Seller (as applicable) and Purchaser in accordance with its their respective terms, subject to the Bankruptcy Exceptions. 1.7 The execution, delivery and performance by each of the Parent and the Seller of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by the Parent and the Seller (as applicable) of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary corporate and shareholder action on the part of the Parent and the Seller, and no further approval or authorization shall be required on the part of the Parent or the Seller. 1.8 The Company has provided the Purchaser with true and complete copies of (i) the organizational documents set forth on Schedule 1.8 of the Disclosure Letter, (ii) all principal Contracts relating to existing or planned Indebtedness for borrowed money over US$ 10 million and (iii) the following information for each Company Group Member owning Aircraft: (v) such Company Group Member’s jurisdiction of incorporation or establishment, jurisdiction of intended tax residence, organizational form, classification for U.S. Tax purposes and, to the extent such Company Group Member is a trust or partnership, its beneficial owner and trustee or general partner, as applicable; (w) a description of the Aircraft and Engines owned by such Company Group Member; (x) whether such Aircraft are subject to Encumbrances to secure the Indebtedness of the Company Group; (y) to the Seller’s knowledge, the jurisdiction in which such Aircraft are registered; and (z) to the Seller’s knowledge, the jurisdiction in which the applicable Lessee is incorporated.

Organization; Authority and Enforceability. 1.1 The Parent and the Seller are corporations is a corporation duly incorporated and validly existing under the Laws of the State of Delaware and the Seller is a limited liability company duly organized and validly existing under the laws of the State of Delaware. 1.2 Each of the Company Group Member and the Company Subsidiaries is a company duly incorporated or otherwise organized and validly existing under the Laws of its jurisdiction of organization and has the requisite power and authority to own its assets and properties and operate its business as now conducted. Each Company Group Member is duly qualified as a foreign corporation or other organization to do business, and is in good standing (where such concept is legally recognized in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification and good standing necessary, except for failures to so qualify or be in good standing that, individually or in the aggregate, would not have a Material Adverse Effect. 1.3 The Parent has made available to the Purchaser prior to the Signing Date true and complete copies of the certificate of incorporation, bylaws or similar constitutional documents of the Company and each Material Subsidiary. 1.4 Each of the Parent and the Seller has all requisite power to enter into, complete the transactions contemplated by, and carry out its obligations under, this agreement. 1.4 The execution and delivery by each of the Parent and the Seller of each of the Transaction Agreements to which it is a partyparty and the completion by each of the Parent and the Seller of the transactions contemplated thereunder has been duly authorised by all requisite corporate or other similar action on the part of each of the Parent and the Seller. 1.5 This Agreement agreement has been duly executed and delivered by the Parent and the Seller. 1.6 Assuming due authorizationauthorisation, execution and delivery by the other parties hereto, each of the Transaction Agreements to which the Parent or the Seller (as applicable) is a party this agreement constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of the Parent or and the Seller (as applicable)Seller, enforceable against the Parent or the Seller (as applicable) them in accordance with its terms. For purposes of this paragraph 1.6, the term “enforceable” means that the obligations in question are of a type which the English courts enforce and does not mean that those obligations necessarily will be enforced in accordance with their terms or be binding in all circumstances. In particular, enforcement may be subject to equitable principles, time-barring of claims and laws generally affecting the Bankruptcy Exceptionsrights of creditors. 1.7 The execution, delivery and performance by each of the Parent and the Seller of this Agreement and the other Transaction Agreements to which it is a party, agreement and the consummation of the transactions contemplated by this agreement by the Parent and the Seller (as applicable) of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary corporate and shareholder action on the part of the Parent and the Seller, and no further approval or authorization shall be required on the part of the Parent or the Seller. 1.8 The Company has provided the Purchaser with true and complete copies of (i) the organizational documents set forth on Schedule 1.8 of the Disclosure Letter, (ii) all principal Contracts relating to existing or planned Indebtedness for borrowed money over US$ 10 million and (iii) the following information for each Company Group Member owning Aircraft: (v) such Company Group Member’s jurisdiction of incorporation or establishment, jurisdiction of intended tax residence, organizational form, classification for U.S. Tax purposes and, to the extent such Company Group Member is a trust or partnership, its beneficial owner and trustee or general partner, as applicable; (w) a description of the Aircraft and Engines owned by such Company Group Member; (x) whether such Aircraft are subject to Encumbrances to secure the Indebtedness of the Company Group; (y) to the Seller’s knowledge, the jurisdiction in which such Aircraft are registered; and (z) to the Seller’s knowledge, the jurisdiction in which the applicable Lessee is incorporated.

Organization; Authority and Enforceability. 1.1 The Parent and the Seller are corporations duly incorporated and validly existing under the Laws of the State of Delaware. 1.2 Each Company Group Member is duly incorporated or otherwise organized and validly existing under the Laws of its jurisdiction of organization and has the requisite power and authority to own its assets and properties and operate its business as now conducted. Each Company Group Member is duly qualified as a foreign corporation or other organization to do business, and is in good standing (where such concept is legally recognized in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification and good standing necessarynecessary other than with respect solely to taxation, except for failures to so qualify or be in good standing that, individually or in the aggregate, would not have a Material Adverse Effect. 1.3 The Parent has made available to the Purchaser prior to the Signing Date true and complete copies of the certificate certification of incorporation, bylaws or similar constitutional documents of the Company and each Material Subsidiary. 1.4 Each of the Parent and the Seller has all requisite power to enter into, complete the transactions contemplated by, and carry out its obligations under, each of the Transaction Agreements to which it is a party. 1.5 This Agreement has been duly executed and delivered by the Parent and the Seller. 1.6 Assuming due authorization, execution and delivery by the other parties hereto, each of the Transaction Agreements to which the Parent or the Seller (as applicable) is a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of the Parent or the Seller (as applicable), enforceable against the Parent or the Seller (as applicable) in accordance with its terms, subject to the Bankruptcy Exceptions. 1.7 The execution, delivery and performance by each of the Parent and the Seller of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by the Parent and the Seller (as applicable) of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary corporate and shareholder action on the part of the Parent and the Seller, and no further approval or authorization shall be required on the part of the Parent or the Seller. 1.8 The Company has provided the Purchaser with true and complete copies of (i) the organizational documents set forth on Schedule 1.8 of the Disclosure Letter, (ii) all principal Contracts relating to existing or planned Indebtedness for borrowed money over US$ 10 million and (iii) the following information for each Company Group Member owning Aircraft: (v) such Company Group Member’s jurisdiction of incorporation or establishment, jurisdiction of intended tax residence, organizational form, classification for U.S. Tax purposes and, to the extent such Company Group Member is a trust or partnership, its beneficial owner and trustee or general partner, as applicable; (w) a description of the Aircraft and Engines owned by such Company Group Member; (x) whether such Aircraft are subject to Encumbrances to secure the Indebtedness of the Company Group; (y) to the Seller’s knowledge, the jurisdiction in which such Aircraft are registered; and (z) to the Seller’s knowledge, the jurisdiction in which the applicable Lessee is incorporated.

Organization; Authority and Enforceability. 1.1 (a) The Parent and the Seller are corporations Purchaser is a corporation duly incorporated and validly existing under the Laws of the State of Delaware. 1.2 Each Company Group Member is duly incorporated or otherwise organized and validly existing under the Laws laws of its jurisdiction the State of organization and Delaware. The Purchaser has the requisite corporate power and authority to own its assets and properties and operate its business as now conducted. Each Company Group Member is duly qualified as a foreign corporation or other organization to do business, and is in good standing (where such concept is legally recognized in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification and good standing necessary, except for failures to so qualify or be in good standing that, individually or in the aggregate, would not have a Material Adverse Effect. 1.3 The Parent has made available to the Purchaser prior to the Signing Date true and complete copies of the certificate of incorporation, bylaws or similar constitutional documents of the Company and each Material Subsidiary. 1.4 Each of the Parent enter into this Agreement and the Seller has all requisite power Ancillary Agreements and to enter into, complete the transactions contemplated by, and carry out its obligations under, each hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transaction transactions provided for hereby and thereby have been duly authorized by all necessary corporate action and no other corporate action or proceeding on the part of the Purchaser is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party. 1.5 or the consummation by the Purchaser of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the Parent Purchaser and the Seller. 1.6 Assuming due authorization, execution and delivery by the other parties hereto, each of the Transaction Agreements to which the Parent or the Seller (as applicable) is a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of the Parent or the Seller (as applicable)Purchaser, enforceable against the Parent or the Seller (as applicable) Purchaser in accordance with its terms, subject to . Upon execution and delivery by the Bankruptcy Exceptions. 1.7 The execution, delivery and performance by Purchaser each of the Parent Ancillary Agreements will be a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. (b) Reuters R&A is a limited liability company duly organized and validly existing under the laws of the State of Delaware. Reuters R&A has the power and authority to enter into the Bill of Sale and the Seller of this Assumption Agreement and the other Transaction Agreements to which it is a party, carry out its obligxxxxns thereunder. The execution and delivery of such agreements and the consummation by the Parent and the Seller (as applicable) of the transactions contemplated hereunder and thereunder, provided for thereby have been duly authorized by all necessary corporate action and shareholder no other corporate action or proceeding on the part of Reuters R&A is necessary to authorize the Parent execution and delivery of such agreements or the consummation by Reuters R&A of the transactions contemplated thereby. The Bill of Sale and the SellerAssumption Agreement will be, when executed and no further approval or authorization shall xxxivered by Reuters R&A, duly executed and delivered by Reuters R&A and will be required on the part a legal, valid and binding obligation of the Parent or the SellerReuters R&A, enforceable against Reuters R&A in accordance with their terms. 1.8 The Company has provided the Purchaser with true and complete copies of (i) the organizational documents set forth on Schedule 1.8 of the Disclosure Letter, (ii) all principal Contracts relating to existing or planned Indebtedness for borrowed money over US$ 10 million and (iii) the following information for each Company Group Member owning Aircraft: (v) such Company Group Member’s jurisdiction of incorporation or establishment, jurisdiction of intended tax residence, organizational form, classification for U.S. Tax purposes and, to the extent such Company Group Member is a trust or partnership, its beneficial owner and trustee or general partner, as applicable; (w) a description of the Aircraft and Engines owned by such Company Group Member; (x) whether such Aircraft are subject to Encumbrances to secure the Indebtedness of the Company Group; (y) to the Seller’s knowledge, the jurisdiction in which such Aircraft are registered; and (z) to the Seller’s knowledge, the jurisdiction in which the applicable Lessee is incorporated.