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

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws the Cayman Islands and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Companies, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller 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). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby.

Organization, Authority and Qualification of the Seller. The Seller Each of the Sellers is a corporation or limited liability company, as the case may be, duly organized, validly existing and and, except as a result of the commencement of the Chapter 11 Cases, in good standing under the laws of the Cayman Islands and jurisdiction of its incorporation, formation or organization, and, subject to obtaining the approval of the Bankruptcy Court, has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder thereunder, and to timely consummate the transactions contemplated hereby Transactions. Each of the Sellers has all necessary power and therebyauthority to own, lease, operate and conduct its respective businesses, properties and assets as now being conducted. The Seller Each of the Sellers 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 respective business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially has resulted from the commencement or continuance of the Chapter 11 Cases; or (b) would not: (i) adversely affect the ability of the Companies, the Subsidiary such Seller to carry out its obligations under this Agreement and the Group Companies Ancillary Agreements, and to conduct consummate the Business Transactions; or (bii) otherwise reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The Subject to obtaining the Sale Order from the Bankruptcy Court, and except as otherwise disclosed in Section 3.01 of the Sellers’ Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the each Seller, the performance by the each Seller of its obligations hereunder and thereunder thereunder, and the consummation by the each Seller of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of such Seller, and no other corporate or limited liability company action or proceeding on the Seller part of any of the Sellers is necessary to authorize the execution and its shareholdersdelivery of this Agreement and the Ancillary Agreements by each of the Sellers, or the consummation of the Transactions. This Agreement has been, and upon their execution execution, the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the each Seller, and (assuming due authorization, execution and delivery by the Purchaser) ), subject to the approval of the Bankruptcy Court, this Agreement constitutes, and and, upon their execution execution, the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the such Seller, enforceable against the such Seller in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting Laws now or hereafter in effect relating to 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). No action by the shareholders None of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebySellers have any Subsidiaries, except for other Sellers.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreement, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes require such licensing or qualification necessaryqualification, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Companies, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a material adverse effect on the Seller Material Adverse Effectand its subsidiaries, taken as a whole. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party Agreement by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersstockholders. This Agreement has been, and upon their its execution the Ancillary Agreements to which the Seller is a party Agreement shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by thereof by, as applicable, the Purchaser, Parent and each other party thereto) this Agreement constitutes, and upon their its execution and delivery the Ancillary Agreements to which the Seller is a party Agreement shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller 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 and remedies generally and as limited by the availability of specific performance and subject to other equitable remedies and the effect application of general principles of equity (regardless of whether considered in a proceeding at law Law or in equity). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby.

Organization, Authority and Qualification of the Seller. The Except as a result of the commencement of the Chapter 11 Cases and the Canadian Proceedings, the Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation or organization, and, subject to obtaining the approval of the Bankruptcy Court and Canadian Court, has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder thereunder, and to timely consummate the transactions contemplated hereby and therebyTransactions. The Seller 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 respective business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not standing: (a) materially has resulted from the commencement or continuance of the Chapter 11 Cases or the Canadian Proceedings; or (b) would not: (i) adversely affect the ability of the Companies, the Subsidiary such Seller to carry out its obligations under this Agreement and the Group Companies Ancillary Agreements, and to conduct consummate the Business Transactions; or (bii) individually or in the aggregate, reasonably be expected to otherwise have a Seller Material Adverse Effect. The Subject to obtaining the Transaction Approval Orders from the Bankruptcy Court and Canadian Court, the execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder thereunder, and the consummation by the Seller of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersstockholders, as the case may be. This Agreement has been, and upon their execution execution, the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) ), subject to the approval of the Bankruptcy Court and Canadian Court, this Agreement constitutes, and and, upon their execution execution, the Ancillary Agreements to which the Seller is a party shall shall, constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting Laws now or hereafter in effect relating to 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). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the CompaniesSeller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, the Subsidiary Plan and the Group Companies Ancillary Agreements to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have which it is a Seller Material Adverse Effectparty. The execution and delivery by the Seller of this Agreement and the Ancillary Agreements to which the Seller it is a party by the Sellerparty, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersstockholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller 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). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby.

Organization, Authority and Qualification of the Seller. (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby by this Agreement and thereby. This Agreement has been, and upon their execution the Ancillary Agreements shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. (b) The execution and delivery of this Agreement and the Ancillary Agreements by the Seller has been duly authorized by the Board of Directors of the Seller and no other corporate action will be required by the Seller to authorize the consummation of the transactions and the performance by the Seller contemplated in this Agreement and the Ancillary Agreements. (c) The Seller 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 makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Companies, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect, and all such jurisdictions are set forth in Section 3.01(c) of the Disclosure Schedule. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance All corporate actions taken by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate authorized, and the Seller has not taken any action on the part that in any respect conflicts with, constitutes a default under or results in a violation of any provision of its Certificate of Incorporation or By-laws. True and correct copies of the Seller Certificate of Incorporation and its shareholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations By-laws of the Seller, enforceable against each as in effect on the date hereof, have been delivered by the Seller 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). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebyPurchaser.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its organization and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the CompaniesSeller to carry out its obligations under, and to consummate the Subsidiary transactions contemplated by, this Agreement and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectAncillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersstockholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser, Merger Sub and the Company) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, subject to the effect of any applicable except where enforcement thereof may be limited by bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or insolvency and similar laws affecting creditors’ rights generally generally, and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebyequitable principles.

Organization, Authority and Qualification of the Seller. The Seller is a corporation legal entity duly organized, organized and validly existing and in good standing under the laws Laws of the Cayman Islands State of Delaware and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Companies, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The execution and delivery by the Seller of this Agreement and the Ancillary Agreements to which the Seller is a party by the SellerAgreements, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersSeller. This Agreement has been, and upon their execution the its execution, each Ancillary Agreements to which the Seller is a party Agreement shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their its execution, each Ancillary Agreement (assuming due authorization, execution and delivery by the Ancillary Agreements to which the Seller is a party other parties thereto) shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, terms subject to the effect effects of any applicable bankruptcy, insolvency (including all laws relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium and other similar Laws relating to or similar laws affecting creditors’ rights generally and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law or in equitylaw). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws the Cayman Islands Laws of Texas and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is or will be a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties leased or 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 or qualified and in good standing would not (ai) materially adversely affect the ability of the CompaniesSeller to carry out its obligations under, and to consummate the Subsidiary transactions contemplated by, this Agreement and the Group Companies Ancillary Agreements, or (ii) materially and adversely affect the ability of the Seller to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectBusiness. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersSeller. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is will be a party at the Closing shall have beenbe, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaserother parties hereto) this Agreement constitutes, and upon their execution and delivery in connection with the Closing the Ancillary Agreements to which the Seller is will be a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws Laws relating to or affecting creditors’ rights and remedies generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law Law or in equity). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby.

Organization, Authority and Qualification of the Seller. The Seller is a corporation private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) duly organized, validly existing and in good standing under the laws the Cayman Islands and Laws of The Netherlands. The Seller has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreement, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and therebyhereby. The Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned ownership or leased by it or the operation of its assets or the conduct of its business makes requires such licensing or qualification necessaryqualification, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the CompaniesSeller to carry out its obligations under, and to consummate the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregatetransactions contemplated by, reasonably be expected to have a Seller Material Adverse Effectthis Agreement. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby are in the Seller’s corporate interest and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersstockholders, and no additional corporate proceedings (including employee consultation proceedings) on the part of the Seller are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is constitutes a party shall constitute, legal, valid and binding obligations obligation of the Seller, enforceable against the Seller in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally and subject to general equity principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Bankruptcy and Equity Exceptions”). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of North Carolina and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that for those jurisdictions where the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Companiesnot, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby are within Seller's corporate powers and, except for any required approval by Seller's stockholders, have been duly authorized by all requisite corporate necessary action on the part of the Seller and its shareholdersSeller. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except to the extent that its enforceability may be subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or and similar laws affecting the enforcement of creditors’ ' rights generally and subject to the effect by general equitable principles. The Seller does not have any subsidiaries, other than First South Wireless, LLC and Clemment Construction Co., Inc., both of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Seller is necessary to authorize this Agreement which are inactive, and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebyPxx-Xxxx LLC.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the Cayman Islands State of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary other Transaction Agreements to which the Seller it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (ai) materially and adversely affect the ability of the CompaniesSeller to carry out its obligations under, and to consummate the Subsidiary transactions contemplated by, this Agreement and the Group Companies other Transaction Agreements to which it is a party or (ii) materially and adversely affect the ability of the Company and the Subsidiaries to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effecttheir business. The execution and delivery by the Seller of this Agreement and the Ancillary other Transaction Agreements to which the Seller it is a party by the Sellerparty, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersSeller. This Agreement has been, and upon their execution the Ancillary other Transaction Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution each of the Ancillary other Transaction Agreements to which the Seller is a party shall will constitute, a legal, valid and binding obligations obligation of the Seller, Seller enforceable against the Seller in accordance with their respective its terms, subject to the effect of any applicable except in each case as such enforceability may be limited by bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally and subject to the effect of generally, by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law law) or in equity). No action by the shareholders an implied covenant of the Seller is necessary to authorize this Agreement good faith and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebyfair dealing.

Organization, Authority and Qualification of the Seller. The (a) Each of the Seller and 3R is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement and the any Ancillary Agreements to which the Seller it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Companies, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller it is a party by each of the SellerSeller and 3R, the performance by each of the Seller and 3R of its obligations hereunder and thereunder and the consummation by each of the Seller and 3R of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersshareholders and 3R, as the case may be. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller it is a party shall have been, duly executed and delivered by each of the Seller, 3R and Xx. Xxxx and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller it is a party shall constitute, legal, valid and binding obligations of the Seller, 3R and Xx. Xxxx enforceable against the Seller Seller, 3R and Xx. Xxxx in accordance with their respective terms. Xx. Xxxx has full capacity, subject right, power and authority to the effect of any applicable bankruptcy, insolvency enter into this Agreement. (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). No action by the shareholders of the b) The Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebyhas no subsidiaries.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its organization and has all necessary power and authority to enter into this Agreement and the each Ancillary Agreements Agreement to which the Seller it is or will be a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by the Business and to carry on the Business as it has been and is currently conducted. The Seller 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 licensed, qualified or qualified and in good standing (x) would not have a Material Adverse Effect or (ay) would not be reasonably expected to prevent or materially adversely affect delay the ability of the Companies, Seller to perform its obligations under this Agreement or any of the Subsidiary and the Group Companies Ancillary Agreements to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effectwhich it is party. The execution and delivery of this Agreement by the Seller and the Ancillary Agreements to which the Seller is or will be a party by the Sellerparty, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersSeller. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller it is or will be a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller it is or will be a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as enforceability is 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). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebyEnforceability Exceptions.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organizedorganized or formed, validly existing and in good standing under the laws Laws of the Cayman Islands State of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that where the failure to be so qualified or licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Companies, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller (other than, with respect to the Acquisition, the approval and its shareholdersadoption of this Agreement, the Acquisition and the other transactions contemplated by this Agreement by the holders of a majority of the then-outstanding shares of Seller Common Stock). This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have beenwill be, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaserother parties thereto) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall will constitute, legal, valid and binding obligations of the Seller, Seller enforceable against the Seller in accordance with their respective terms, subject to the effect of any applicable except as may be limited by bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar other laws affecting creditors’ ' rights generally and subject to (including, without limitation, the effect of statutory and other Law regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and to general principles of equity (regardless of whether considered equity. The Board has taken all appropriate action to ensure that the restrictions on "business combinations" contained in a proceeding at law or in equity). No action by the shareholders Section 203 of the Seller is necessary General Corporate Law of the State of Delaware ("Delaware Law") are inapplicable to authorize this Agreement, the Acquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby("Section 203 Approval").

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of New York and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreement, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and therebyhereby. The Seller 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 licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the CompaniesSeller to carry out its obligations under, and to consummate the Subsidiary and the Group Companies to conduct the Business transactions contemplated by, this Agreement; or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The execution and delivery by the Seller of this Agreement and the Ancillary Agreements to which the Seller is a party by the SellerAgreement, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersSeller. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is constitutes a party shall constitute, legal, valid and binding obligations obligation of the Seller, enforceable against the Seller in accordance with their respective 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 Law or in equity). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby.

Organization, Authority and Qualification of the Seller. The Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (b) materially adversely affect the ability of the Companies, the Subsidiary Company and the Group Companies Subsidiaries to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effecttheir respective businesses. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersstockholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the PurchaserPurchaser and/or the other parties thereto, as applicable) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller 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). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Ohio and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure for such failures to be so qualified or licensed or qualified and in good standing that, when taken together with all such failures, would not (a) materially adversely affect the ability of the Companies, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersSeller. This Agreement has been, and and, upon their execution execution, the Ancillary Agreements to which the Seller is a party shall have beenwill be, duly executed and delivered by the Seller (or Affiliates of the Seller, in the case of the Ancillary Agreements), and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and and, upon their execution execution, the Ancillary Agreements to which the Seller is a party shall will constitute, legal, valid and binding obligations of the Seller (or Affiliates of the Seller, in the case of the Ancillary Agreements) enforceable against the Seller or Affiliates of the Seller in accordance with their respective terms, subject . The Seller and its Affiliates have the requisite corporate power and authority to own or lease and to operate and use the effect of any applicable bankruptcy, insolvency (including all laws relating Assets and to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to transact the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action Business as now conducted by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebyit.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Nevada and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby by this Agreement and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Companies, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller it is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby by this Agreement and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersSeller. No stockholder action is required on the part of the Seller, relating to this Agreement, any Ancillary Agreement or any transaction contemplated hereby or thereby. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the PurchaserPurchaser and the Company, as applicable) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, subject to . The Trademark and Intangible Assets Assignment has been authorized and approved by all requisite corporate action on 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). No action by the shareholders part of the Seller is necessary to authorize this Agreement and Xxxx Diversified and upon execution thereof by the Seller and Xxxx Diversified (assuming due execution and delivery thereof by the Purchaser and the Ancillary Agreements to which Company, as applicable), will constitute the legal, valid and binding obligation of the Seller is a party or to timely consummate the transactions contemplated hereby and therebyXxxx Diversified, as applicable, enforceable against each of them in accordance with its terms.

Organization, Authority and Qualification of the Seller. The (a) Seller (i) is a corporation duly organized, organized and validly existing and as a limited liability company in good standing under the laws of the Cayman Islands jurisdiction of its formation and (ii) has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller is duly licensed or qualified has full limited liability company power and authority to do conduct its business and is in good standing in each jurisdiction in which the own its 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 or qualified as presently conducted and in good standing would not (a) materially adversely affect the ability of the Companies, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effectowned. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller it is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersno other action by Seller is necessary to authorize the transactions contemplated hereby or thereby or to consummate such transactions. This Agreement has been executed and delivered by a duly authorized officer or manager of Seller. (b) The membership interests of Seller are owned as set forth in Section 3.01 of the Disclosure Schedule. (c) This Agreement has been, and upon their its execution and the execution of the applicable Ancillary Agreements to which the Seller is a party shall have beenbe, duly executed and delivered by Seller and the SellerPrincipals, and (assuming due authorization, execution and delivery by the Purchaserother parties thereto) this Agreement constitutes, and upon their its execution each of the applicable Ancillary Agreements to which the Seller is a party shall constitute, a legal, valid and binding obligations obligation of the SellerSeller and each of the Principals, enforceable against the Seller and the Principals in accordance with their its respective terms; provided, subject to however, that 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 Principals have joined in a proceeding at law or in equity). No action by the shareholders of the Seller is necessary to authorize this Agreement solely for the limited purpose of agreeing to Sections 5.08, 5.18 and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby8.02(b).

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands State of Delaware and has all necessary power and authority to enter into this Agreement and the each Ancillary Agreements Agreement to which the Seller it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially and adversely affect the ability of the CompaniesSeller to carry out its obligations under, and to consummate the Subsidiary transactions contemplated by, this Agreement and the Group Companies Ancillary Agreements to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have which it is a Seller Material Adverse Effectparty. The execution and delivery by the Seller of this Agreement and the Ancillary Agreements to which the Seller is a party by the Sellerparty, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersSeller. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller it is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the PurchaserPurchaser and the other parties hereto or thereto) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller it is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller 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). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebyEnforceability Exceptions.

Organization, Authority and Qualification of the Seller. (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Delaware, has all requisite power and authority to own, lease and operate its assets and to conducts its business as currently conducted and has all necessary power and authority to enter into this Agreement Agreement, and the Ancillary Agreements to which the Seller it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 licensed, qualified or qualified and in good standing (x) would not have a Material Adverse Effect or (ay) would not be reasonably expected to prevent or materially adversely affect delay the ability of the CompaniesSeller to perform its obligations under, and to consummate the Subsidiary transactions contemplated by, this Agreement and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectAncillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller it is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersSeller. This Agreement has been, and upon their its execution each of the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their is execution each of the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller 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). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebyEnforceability Exceptions.

Organization, Authority and Qualification of the Seller. The Seller is a corporation company duly organized, validly existing and in good standing (except for the commencement of the Bermuda Case and the appointment of the Joint Provisional Liquidators in Bermuda) under the laws of Bermuda and, subject to the Cayman Islands requirements that, (i) under Section 9.01 the Joint Provisional Liquidators obtain sanction from the Bermuda Court of their decision to approve the Bermuda Debtor's entry into this Agreement, (ii) the U.S. Bankruptcy Court approves the Seller's entry into this Agreement, and (iii) the Joint Provisional Liquidators do not withdraw their approval of the Bermuda Debtor's entry into this Agreement pursuant to their fiduciary duties under Bermuda Law, has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby by this Agreement and thereby. The Seller is duly licensed or qualified to do business and is in good standing (except for the commencement of the Bermuda Case and the appointment of the Joint Provisional Liquidators in Bermuda) in each jurisdiction (to the extent such concept is recognized therein) 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 or qualified and in good standing would not (a) materially adversely affect have a material adverse effect on the ability of the CompaniesSeller to carry out its obligations under, and to consummate the Subsidiary transactions contemplated by, this Agreement and the Group Companies to conduct the Business Ancillary Agreements or (b) individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller Material Adverse Effectand the Acquired Subsidiaries to conduct the Business. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby by this Agreement and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersSeller. This Agreement has beenUpon the entry of the Approval Order, and upon their execution the obtaining of sanction from the Bermuda Court under Section 9.01 by the Joint Provisional Liquidators, this Agreement and the Ancillary Agreements to which the Seller is a party shall have been, been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutesshall constitute, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller 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). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the CompaniesSeller to carry out its obligations under, and to consummate the Subsidiary transactions contemplated by, this Agreement and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectAncillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersstockholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, subject except 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 extent that the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action enforceability thereof may be limited by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebyEnforceability Exceptions.

Organization, Authority and Qualification of the Seller. The Each Seller is a corporation duly organized, validly existing and listed in good standing under the laws the Cayman Islands and attached Exhibit A has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the CompaniesSeller to carry out its obligations under, and to consummate the Subsidiary transactions contemplated by, this Agreement and the Group Companies to conduct the Business Ancillary Agreements or (b) individually or in adversely affect the aggregate, reasonably be expected ability of the Seller to have a Seller Material Adverse Effectconduct the Equipment. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersstockholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the PurchaserAcquisition Co.) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller 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). No action by the shareholders of the The Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebyhas no subsidiaries.

Organization, Authority and Qualification of the Seller. (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Pennsylvania and has all necessary corporate power and authority (i) to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. thereby and (ii) to own, lease and operate its properties included in the Purchased Assets and to carry on the Business as presently owned, leased, operated and conducted. (b) The Seller 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 the Business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed duly licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Companies, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. . (c) The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other action on the part of the Seller and its shareholdersSeller. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall will have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall will constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, subject to the effect of any except as limited by general equitable principles and applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of 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). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and therebygenerally.

Organization, Authority and Qualification of the Seller. a. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands Commonwealth of Virginia and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which the Seller it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Companies, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The execution and delivery by the Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which the Seller it is a party by the Sellerparty, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersSeller. This Agreement has been, and upon their execution execution, the Ancillary Agreements other Transaction Documents to which the Seller is a party shall have beenparty, will be, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution execution, each of the Ancillary Agreements other Transaction Documents to which the Seller is a party shall party, will constitute, a legal, valid and binding obligations obligation of the Seller, enforceable against the Seller 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). No action by . b. The Seller has the shareholders corporate power and authority to operate the Business as now operated and is duly qualified to do business, and, to the extent legally applicable, is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the Seller is necessary nature of its activities makes such qualification necessary, except for jurisdictions where the failure to authorize this Agreement be so qualified or in good standing has not had, and would not reasonably be expected to have, individually or in the Ancillary Agreements to which the Seller is aggregate, a party or to timely consummate the transactions contemplated hereby and therebyMaterial Adverse Effect.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, incorporated and validly existing and in good standing under the laws Laws of the Cayman Islands jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement and the each Ancillary Agreements Agreement to which the Seller is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Companies, the Subsidiary and the Group Companies to conduct the Business or (b) individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The execution and delivery of this Agreement and the each Ancillary Agreements Agreement to which the Seller is a party by the Sellerparty, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersSeller. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, terms subject to the effect effects of any applicable bankruptcy, insolvency (including all laws relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium and other similar Laws relating to or similar laws affecting creditors’ rights generally and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law or in equitylaw). No action by the shareholders of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to which the Seller is a party or to timely consummate the transactions contemplated hereby and thereby.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which the Seller is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Seller 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 makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the CompaniesSeller to carry out its obligations under, and to consummate the Subsidiary transactions contemplated by, this Agreement and the Group Companies to conduct the Business Ancillary Agreements or (b) individually or in adversely affect the aggregateability of the Seller, reasonably be expected the Company and the Subsidiaries to have a Seller Material Adverse Effectconduct the Business. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller and its shareholdersstockholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent transfer or similar laws affecting other Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders discretion of the Seller is necessary to authorize this Agreement and the Ancillary Agreements to court before which the Seller is a party or to timely consummate the transactions contemplated hereby and therebyany proceeding therefor may be brought.