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

Organization, Authority and Qualification of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut and has all necessary corporate power and authority to enter into this Agreement and the 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 SPV is a limited liability company duly organized, validly existing and in good standing 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 it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of the Purchaser and the SPV of this Agreement and the 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 Purchaser and the SPV, respectively. This Agreement has been, and upon their execution, the other Transaction Documents to which the Purchaser or the SPV is a party, will be, duly executed and delivered by the Purchaser or the SPV, as applicable. Assuming due authorization, execution and delivery by the Seller, this Agreement constitutes, and upon their execution, each of the other Transaction Documents to which the Purchaser or the SPV, as applicable, is a party, will constitute, a legal, valid and binding obligation of the Purchaser 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, fraudulent conveyance, reorganization, moratorium or other similar 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 corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of the State of Connecticut Delaware and has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents each Ancillary 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 SPV Purchaser is a limited liability company duly organized, validly existing 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 laws 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 State of Delaware Purchaser to carry out its obligations under, and has all necessary limited liability company power and authority to enter into consummate the transactions contemplated by, this Agreement and the other Transaction Documents each Ancillary 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 execution and delivery by each of the Purchaser and the SPV of this Agreement and the other Transaction Documents each Ancillary Agreement 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 Purchaser and and, to the SPVextent applicable, respectivelyits equity holders. This Agreement has been, and upon their execution, the other Transaction Documents execution each Ancillary Agreement to which the Purchaser or the SPV is a party, will beparty shall have been, duly executed and delivered by the Purchaser or the SPVPurchaser, as applicable. Assuming 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, execution each of the other Transaction Documents Ancillary Agreement to which the Purchaser or the SPV, as applicable, is a party, will party shall constitute, a legal, valid and binding obligation obligations of the Purchaser or the SPVPurchaser, enforceable against the Purchaser or the SPV in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, insolvency (including Laws relating to fraudulent conveyancetransfers), reorganization, moratorium or other similar 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 corporation an exempted company with limited liability duly organized, validly existing and in good standing under the laws Laws of the State of Connecticut Cayman Islands and has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents 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 SPV Purchaser is a limited liability company duly organized, validly existing 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 laws properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the State extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of Delaware Purchaser to carry out its obligations under, and has all necessary limited liability company power and authority to enter into consummate the transactions contemplated by, this Agreement and the other Transaction Documents 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 execution and delivery by each of the Purchaser and the SPV of this Agreement and each of the other Transaction Documents Ancillary Agreements to which it is a party, the performance by each of the Purchaser and the SPV 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 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 Purchaser and the SPV, respectivelyPurchaser. This Agreement has been, and upon their execution, each of the other Transaction Documents Ancillary Agreements to which the Purchaser or the SPV is a party, will beparty shall have been, duly executed and delivered by the Purchaser or the SPVPurchaser, as applicable. Assuming and (assuming due authorization, execution and delivery by the Seller, Sellers) this Agreement constitutesconstitutes and, and upon their execution, each of the other Transaction Documents Ancillary Agreements to which the Purchaser or the SPV, as applicable, is a party, will party shall constitute, a legal, valid and binding obligation of the Purchaser or the SPVPurchaser, enforceable against the Purchaser or the SPV in accordance with their respective terms, its terms subject to the effect of any applicable bankruptcy, insolvency, insolvency (including Laws relating to fraudulent conveyancetransfers), reorganization, moratorium or other similar 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).