Common use of Organization, Authority and Qualification of the Company Clause in Contracts

Organization, Authority and Qualification of the Company. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, to carry on its business as it is currently conducted, to enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powers. Each other Transaction Document to which the Company is a party has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party thereto) such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powers.

Organization, Authority and Qualification of the Company. The Company is a limited liability company corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware Nevada and has full limited liability company all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, it and to carry on its business as it is currently conducted and as it is now proposed to be conducted, . The Company has all necessary power and authority to enter into this Agreement and the other Transaction Documents to which the Company is a partyAgreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the The Company is duly licensed or qualified as a foreign corporation to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure for such failures to be so licensed or qualified or and in good standing that would not, individually or in the aggregate, not have a Material Adverse Effect. Complete and correct copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been made available by the Company to Parent. The Company is not in default in any respect in the performance, observation or fulfillment of any provision of its Articles of Incorporation or Bylaws. The execution and delivery by the Company of this Agreement and any other Transaction Document to which by the Company is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (other than, with respect to the Merger, obtaining approval of the Company's stockholders and the filing and recordation of appropriate merger documents as required by the NRS). The Company hereby represents that the Board of Directors of the Company, at a meeting duly called and held, has unanimously, by vote of the directors attending such meeting, (i) determined by vote of its directors present at the meeting at which this Agreement was approved that the transactions contemplated hereby, including each of the Offer, the Merger, the Tender Agreement and the Tender and Voting Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and approved and adopted this Agreement and declared its advisability in accordance with the NRS, and (iii) recommended acceptance of the Offer and approval of this Agreement by the Company's stockholders (if such approval is required by applicable law). This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party theretoParent and Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powers. Each other Transaction Document to which the Company is a party has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party thereto) such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powers.

Organization, Authority and Qualification of the Company. The Company and each of its Subsidiaries is a corporation or limited liability company company, as applicable, duly organizedincorporated or formed, validly existing and in good standing under the Laws of the State jurisdiction of Delaware its organization and has full limited liability company all necessary corporate or similar power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, it and to carry on its business as it has been and is currently conducted, to enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Section 3.02 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company and each Subsidiary is licensed or qualified to do business, and the Company and each Subsidiary is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, not have a Material Adverse Effect. The execution Company has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and any the other Transaction Document Documents to which the Company it is a party, the performance by the Company of its obligations hereunder and thereunder party and the consummation by the Company of the transactions contemplated hereby and thereby have been (or will have been) duly authorized by all requisite limited liability company corporate action on the part of the CompanyCompany and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement has and the other Transaction Documents to which the Company is a party have been duly executed and delivered by an authorized officer of the Company, Company and (assuming due authorization, execution and delivery by each the other party theretoParties) this Agreement constitutes a legal, constitute the valid and binding obligation agreements of the Company Company, enforceable against the Company in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium and other similar laws Laws of general applicability relating to or affecting the creditors’ rights of creditors generally, and to the exercise general principles of a court’s equitable powers. Each other Transaction Document to which the Company is a party has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party thereto) such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powersequity.

Organization, Authority and Qualification of the Company. The Company is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full limited liability company all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, it and to carry on its business as it is currently conducted, to enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the The Company is duly licensed or qualified to do business and is in good standing and is duly authorized, qualified or licensed to do business as a foreign corporation in each jurisdiction of the jurisdictions set forth in Section 3.2 of the Disclosure Schedules, which are the only jurisdictions in which the properties owned Company is required to be so authorized, qualified or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessarylicensed, except where the failure to be so licensed or authorized, licensed, qualified or in good standing would not, individually or in the aggregate, not have a Material Adverse Effect. The execution and delivery All corporate actions taken by the Company of in connection with this Agreement and any other each Transaction Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company required as of the transactions contemplated hereby and thereby have been date hereof are duly authorized by all requisite limited liability company action on the part as of the Companydate hereof, and any such actions required to be authorized on or prior to the Closing will be duly authorized on or prior to the Closing. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powers. Each other Transaction Document to which the Company is a party has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each the other party parties thereto) such this Agreement and each Transaction Document will constitute to which the Company is a legal party constitutes a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generallyGeneral Enforceability Exceptions, and to the exercise consummation by the Company of a court’s equitable powersthe transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company.

Organization, Authority and Qualification of the Company. The Company is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware and has full limited liability company all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, to carry on its business as it is currently conducted, to enter into this Agreement and the other Transaction Documents Agreements to which the Company it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Section 3.02 of The Company is, or by the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do businessClosing will be, and the Company is duly licensed or qualified to do business and is is, or by the Closing will be, in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where to the extent that the failure to be so licensed or qualified would not (i) materially adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the other Transaction Agreements to which it is a party, (ii) materially adversely affect the ability of the Company and the Subsidiaries to conduct the Business or in good standing would not, individually or in the aggregate, (iii) have a Material Adverse Effect. The execution and delivery by the Company of this Agreement and any the other Transaction Document Agreements to which the Company it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company corporate action on the part of the Company. This Agreement has been been, and upon their execution the other Transaction Agreements to which the Company is a party shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party theretothe Purchaser) this Agreement constitutes constitutes, and upon their execution each of the other Transaction Agreements to which the Company is a party will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable except in each case as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and moratorium or other similar laws affecting the or relating to enforcement of creditors' rights of creditors generally, by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and to fair dealing. Copies of the exercise Certificate of a court’s equitable powers. Each other Transaction Document to which Incorporation and By-laws of the Company is a party has Company, each as in effect on the date hereof, have been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party thereto) such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and Parent to the exercise of a court’s equitable powersPurchaser.

Organization, Authority and Qualification of the Company. The Company is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware California and has full limited liability company corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, it and to carry on its business as it has been and is currently being conducted, to enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The Company has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which the Company is a party, except where to carry out its obligations hereunder and thereunder and to consummate the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effecttransactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and any other Transaction Document the Ancillary Documents to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party theretoBuyer) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization and moratorium or other similar laws Laws affecting the rights enforcement of creditors generally, rights generally and to except as the exercise enforcement of certain provisions hereof may be limited by the application of general equitable principles of law in certain circumstances (whether such provisions are considered in a court’s equitable powersproceeding at law or in equity). Each other Transaction Document to which When the Company is a party has Ancillary Documents have been duly executed and delivered by the Company, and to the extent party thereto (assuming due authorization, execution and delivery by each other Buyer, to the extent party thereto) such Transaction Document ), each of the Ancillary Documents will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization and moratorium or other similar laws Laws affecting the rights enforcement of creditors generally, rights generally and to except as the exercise enforcement of certain provisions thereof may be limited by the application of general equitable principles of law in certain circumstances (whether such provisions are considered in a court’s equitable powersproceeding at law or in equity).

Organization, Authority and Qualification of the Company. The (a) Except as a result of the commencement of the Bankruptcy Cases, the Company is a limited liability company corporation duly organized, validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware its incorporation and, subject to the entry of the Confirmation Order, has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder, and to consummate the Transactions. The Company has full limited liability company all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, it and to carry on its business the Business as it is currently conducted, to enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its respective business as currently conducted makes such licensing or qualification necessary, except where to the extent that the failure to be so licensed or licensed, qualified or in good standing standing: (a) has resulted from the commencement or continuance of the Bankruptcy Cases; or (b) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. The Subject to the entry of the Confirmation Order, the execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company is a partyAncillary Agreements by the Company, the performance by the Company of its obligations hereunder and thereunder thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite limited liability company corporate action on the part of the CompanyCompany and its stockholders, and no other corporate action or proceeding on the part of the Company is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements, or the consummation of the Transactions. This Agreement has been been, and upon their execution, the Ancillary Agreements shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party thereto) the Purchaser), subject to the entry of the Confirmation Order, this Agreement constitutes a constitutes, and, upon their execution, the Ancillary Agreements shall constitute, legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powers. Each other Transaction Document to which the Company is a party has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party thereto) such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powersEnforceability Exceptions.

Organization, Authority and Qualification of the Company. The Wexford Equities and the Company and each of the Related Entities is a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Wexford Equities and the State Company and each of Delaware and the Related Entities has full all necessary corporate, limited liability company power or similar powers and authority required to own, operate or lease the properties and assets now owned, operated or leased by it, to carry on its business as it is currently conducted, conducted and to enter into this Agreement and the other Transaction Documents to which the Company is a partyAgreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. Section 3.02 delivery of this Agreement by each of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do businessand Wexford Equities, and the performance by each of the Company and Wexford Equities of its obligations hereunder have been duly authorized by all necessary corporate or limited liability company action, and no other corporate or limited liability company proceedings on the part of the Company or Wexford Equities are necessary to authorize this Agreement or to consummate the Merger, the Related Entity Transfers and the other transactions contemplated hereby, other than the filing of the Articles of Merger. This Agreement has been duly executed and delivered by each of the Company and Wexford Equities, and (assuming due authorization, execution and delivery by Parent and Merger Sub) this Agreement constitutes a legal, valid and binding obligation of each of the Company and Wexford Equities, 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). Wexford Equities and the Company and the Related Entities are duly licensed or qualified to do business and is are in good standing in each jurisdiction in which the properties owned or leased by it them or the operation of its business their businesses as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed or licensed, qualified or in good standing would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. The execution Complete and delivery by correct copies of the formation and organizational and governance documents of the Company of this Agreement and any other Transaction Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company each of the transactions contemplated hereby and thereby Related Entities have been duly authorized by all requisite limited liability company action on provided to Parent. Section 4.01 of the part Disclosure Schedules lists each of the Company’s and the Related Entities’ Subsidiaries. This Except as set forth in Section 4.01 of the Disclosure Schedules, neither the Company nor any of the Related Entities holds an equity interest in any other Person. The Company Articles and the Operating Agreement has been duly executed and delivered by the Companyorganizational or governance documents of the Related Entities are in full force and effect, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement constitutes a legal, valid and binding obligation neither the Company nor any of the Company enforceable against the Company Related Entities is in accordance with violation of any provision of its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powers. Each other Transaction Document to which the Company is a party has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party thereto) such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powersrespective organizational or governance documents.

Organization, Authority and Qualification of the Company. The Company is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware Nebraska and has full limited liability company corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, it and to carry on its business as it has been and is currently conducted, to enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Section 3.02 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. The execution and delivery by the Company of this Agreement and any other Transaction Ancillary Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party theretoBuyer and Sellers) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization . This Agreement has been duly executed and other similar laws affecting delivered by the rights of creditors generallySellers, and to (assuming due authorization, execution and delivery by Buyer and the exercise Company) this Agreement constitutes a legal, valid and binding obligation of a court’s equitable powersthe Company enforceable against the Sellers in accordance with its terms. Each When each other Transaction Ancillary Document to which the Company is or will be a party has been duly executed and delivered by the Company, and Company (assuming due authorization, execution and delivery by each other party thereto) ), such Transaction Ancillary Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms. When each other Ancillary Document to which a Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, subject to applicable bankruptcyexecution and delivery by each other party thereto), insolvency, moratorium, reorganization such Ancillary Document will constitute a legal and other similar laws affecting the rights binding obligation of creditors generally, and to the exercise of a court’s equitable powerssuch Seller enforceable against it in accordance with its terms.

Organization, Authority and Qualification of the Company. The Company is a limited liability company duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware California and has full limited liability company all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, to carry on its business as it is currently conducted, to enter into this Agreement and the other Transaction Documents to which the Company it is a party, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyTransactions. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the The Company is duly licensed or qualified to do business and is in good standing (to the extent that such concepts are recognized under applicable Law) in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where to the extent that the failure to be so licensed or licensed, qualified or in good standing would notnot (a) adversely affect the ability of the Company to carry out its obligations under this Agreement or the other Transaction Documents to which it is a party or to consummate the Transactions and (b) have, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. The execution and delivery by the Company of this Agreement and any the other Transaction Document Documents to which the Company it is a party, the performance by the Company of its obligations hereunder and thereunder thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite limited liability company action on the part of the Company, and no other proceedings on the part of the Company are necessary to authorize this Agreement or the other Transaction Documents to which it is a party or to consummate the Transactions (other than obtaining the Member Approval and the filing and recordation of appropriate merger documents as required by the CLLCA). This Agreement has and the other Transaction Documents to which the Company is a party have been or will be duly executed and delivered by the Company, and (assuming due authorization, execution execution, and delivery by each Parent and Merger Sub and any other party thereto, other than the Related Parties) this Agreement constitutes and the other Transaction Documents to which the Company is a party constitute a legal, valid valid, and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including Laws relating to fraudulent transfers), reorganization, moratorium, reorganization or similar Laws affecting creditors’ rights generally and other similar laws affecting the rights of creditors generally, and subject to the exercise effect of general principles of equity (regardless of whether considered in a court’s equitable powers. Each other Transaction Document to which the Company is a party has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party thereto) such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it proceeding at law or in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court’s equitable powersequity).