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

Organization, Authority and Qualification of the Purchaser. The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary limited liability company power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, the Plan and the Ancillary Agreements to which the Purchaser is a party. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Organization, Authority and Qualification of the Purchaser. The Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization Connecticut and has all necessary limited liability company corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser SPV is a limited liability company duly licensed or qualified to do business organized, validly existing and is in good standing in each jurisdiction under the laws of the State of Delaware and has all necessary limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessaryis a party, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of Purchaser to carry out its obligations under, hereunder and thereunder and to consummate the transactions contemplated by, this Agreement, the Plan hereby and the Ancillary Agreements to which the Purchaser is a partythereby. The execution and delivery by each of the Purchaser and the SPV of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, the performance by each of the Purchaser and the SPV of its obligations hereunder and thereunder and the consummation by each of the Purchaser and the SPV of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the PurchaserPurchaser and the SPV, respectively. This Agreement has been, and upon their execution execution, the Ancillary Agreements other Transaction Documents to which the Purchaser or the SPV is a party shall have beenparty, will be, duly executed and delivered by the PurchaserPurchaser or the SPV, and (assuming as applicable. Assuming due authorization, execution and delivery by the Seller) , this Agreement constitutes, and upon their execution execution, each of the Ancillary Agreements other Transaction Documents to which the Purchaser or the SPV, as applicable, is a party shall party, will constitute, a legal, valid and binding obligations obligation of the PurchaserPurchaser or the SPV, enforceable against the Purchaser or the SPV in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium or other similar laws Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Organization, Authority and Qualification of the Purchaser. The Purchaser is a limited liability company corporation duly organized, validly existing and (where applicable) in good standing under the laws Laws of the jurisdiction of its organization and has all necessary limited liability company corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is (where applicable) in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not reasonably be expected to materially and adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, the Plan Agreement and the Ancillary Agreements other Transaction Documents to which the Purchaser it is a party. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon their execution prior to the Ancillary Agreements Closing, the other Transaction Documents to which the Purchaser it is a party shall have beenwill be, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutesconstitutes and, and upon their execution when executed, the Ancillary Agreements other Transaction Documents to which the Purchaser it is a party shall will constitute, a legal, valid and binding obligations obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to insolvency, fraudulent transfers)transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity)equitable principles.

Organization, Authority and Qualification of the Purchaser. The Purchaser is a limited liability company duly organizedformed, validly existing and in good standing under the laws of the jurisdiction of its organization Delaware and has all necessary limited liability company power and authority to enter into this Agreement and the each Ancillary Agreements Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing (to the extent 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, the Plan Agreement and the each Ancillary Agreements Agreement to which the Purchaser it is a party. The execution and delivery by the Purchaser of this Agreement and the each Ancillary Agreements Agreement to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the PurchaserPurchaser and, to the extent applicable, its equity holders. This Agreement has been, and upon their execution the each Ancillary Agreements Agreement to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery of this Agreement by the SellerSellers, and of each Ancillary Agreement to which the Purchaser is party by the other parties thereto) this Agreement constitutes, and upon their execution the each Ancillary Agreements Agreement to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws Laws relating to fraudulent transfers), reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Organization, Authority and Qualification of the Purchaser. The Purchaser is a an exempted company with limited liability company duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization Cayman Islands and has all necessary limited liability company power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing (to the extent 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, the Plan Agreement and the Ancillary Agreements to which the Purchaser it is a party. The execution and delivery by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party, the performance by the 20 Purchaser of its obligations hereunder and thereunder (including, for the avoidance of doubt, the Purchaser’s obligations under the Registration Rights Agreement) and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been, and upon their execution execution, each of the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutesconstitutes and, and upon their execution execution, each of the Ancillary Agreements to which the Purchaser is a party shall constitute, a legal, valid and binding obligations obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, its terms subject to the effect of any applicable bankruptcy, insolvency (including all laws Laws relating to fraudulent transfers), reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).