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 of the State of Delaware and has all necessary power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. 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 as would not have a Material Adverse Effect. The execution and delivery of this Agreement and the Escrow 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, have been duly authorized by all requisite action on the part of the Seller. This Agreement and the Escrow Agreement have been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement and the Escrow Agreement constitute the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms.

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 State jurisdiction of Delaware its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effecthereby. The Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which where the properties owned or leased by it or the operation of its Business business makes such licensing or qualification necessary, except as to the extent that the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effectadversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement and the Escrow 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, have been duly authorized by all requisite action on the part of the SellerSeller and its stockholders. This Agreement and the Escrow Agreement have has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaserother Parties hereto) this Agreement and the Escrow Agreement constitute the constitutes legal, valid and binding obligations of the Seller Seller, enforceable against the Seller in accordance with their respective terms.

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 State jurisdiction of Delaware its incorporation and has all necessary power and authority to enter into this Agreement and the Escrow AgreementAncillary Agreements, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effectthereby. 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 business makes such licensing or qualification necessary, except as to the extent that the failure to be so licensed or qualified and in good standing would not have a Material Adverse Effectadversely 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. The execution and delivery of this Agreement and the Escrow Agreement Ancillary Agreements 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, thereby have been duly authorized by all requisite action on the part of the Seller. This Agreement has been, and upon their execution the Escrow Agreement Ancillary Agreements 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 Escrow Agreement constitute the Ancillary Agreements shall constitute, legal, valid and binding obligations of the Seller Seller, enforceable against the Seller in accordance with their respective terms.

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 State jurisdiction of Delaware its formation and has all necessary corporate power and authority to enter into this Agreement and the Escrow AgreementAncillary Agreements, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effectthereby. The Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which where the properties owned or leased by it or the operation of its Business business makes such licensing or qualification necessary, except as to the extent that the failure to be so licensed or qualified and in good standing would not have a Material Adverse Effect. The execution and delivery of this Agreement and the Escrow Agreement Ancillary Agreements 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, thereby have been duly authorized by all requisite corporate action on the part of the Seller. This Agreement has been, and upon their execution the Escrow Agreement Ancillary Agreements shall have been been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement and the Escrow Agreement constitute the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms.

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 State of Delaware and has all necessary power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunderhereunder, to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. The Seller is duly licensed or qualified to do business 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 as would not have a Material Adverse Effect. The execution and delivery of this Agreement and the Escrow 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 therebyhereby, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of DesignationDesignations, have been duly authorized by all requisite action on the part of the Seller. This Agreement and the Escrow Agreement have has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement and the Escrow Agreement constitute the constitutes a legal, valid and binding obligations obligation of the Seller enforceable against the Seller in accordance with their respective its terms.

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 State jurisdiction of Delaware its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Escrow AgreementAncillary Agreements, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effectthereby. 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 business makes such licensing or qualification necessary, except as to the extent that the failure to be so licensed, qualified or 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) otherwise have a Material Adverse Effect. The execution and delivery of this Agreement and the Escrow Agreement Ancillary Agreements 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, thereby have been duly authorized by all requisite action on the part of the SellerSeller and its stockholder. This Agreement has been, and upon their execution the Escrow Agreement Ancillary Agreements 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 Escrow Agreement constitute the Ancillary Agreements shall constitute, legal, valid and binding obligations of the Seller Seller, enforceable against the Seller in accordance with their respective terms.

Organization, Authority and Qualification of the Seller. The Seller Each of the Sellers is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation and has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where hereby. Each of the failure to be so qualified or in good standing would not have a Material Adverse Effect. The Seller 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 Business business makes such licensing or qualification necessary, except as to the extent that the failure to be so licensed or qualified would not have a Material Adverse Effectadversely affect or materially delay the ability of any of the Sellers to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement and by each of the Escrow Agreement by the SellerSellers, the performance by each of the Seller Sellers of its obligations hereunder and thereunder and the consummation by each of the Seller Sellers of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, have been duly authorized by all requisite action on the part of the each such Seller. This Agreement and the Escrow Agreement have has been duly executed and delivered by each of the SellerSellers, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement and the Escrow Agreement constitute the constitutes a legal, valid and binding obligations obligation of each of the Seller Sellers enforceable against the Seller it in accordance with their respective its terms.

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 State of Delaware Switzerland and has all necessary power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effecthereby. 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 business make such licensing or qualification necessary, except as to the extent that the failure to be so licensed or qualified would not have a Material Adverse Effectadversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement and the Escrow 15 11 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, have been duly authorized by all requisite action on the part of the Seller. This Agreement and the Escrow Agreement have has been duly executed and delivered by the Seller, Seller and (assuming due authorization, execution and delivery by the Purchaser) this Agreement and the Escrow Agreement constitute the constitutes a legal, valid and binding obligations obligation of the Seller enforceable against the Seller it in accordance with their respective its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by general principles of equity.

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 State of Delaware and has all necessary power and authority to enter into this Agreement and the Escrow Restated LLC Agreement, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effectthereby. 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 businesses makes such licensing or qualification necessary, except as to the extent that the failure to be so licensed or qualified would not have a Material Adverse Effectprevent or delay the consummation of the transactions contemplated hereby or the performance by the Seller of its obligations hereunder or materially and adversely affect the ability of the Company to conduct the Business. The execution and delivery of this Agreement and the Escrow Restated LLC 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, thereby have been duly authorized by all requisite action on the part of the Seller. This Agreement and the Escrow Restated LLC Agreement have been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement and the Escrow Restated LLC Agreement constitute the a legal, valid and binding obligations obligation of the Seller enforceable against the Seller in accordance with their respective termsSeller.

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 State Commonwealth of Delaware Virginia and has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreementother Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. 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 as would not have a Material Adverse Effectthereby. The execution and delivery by the Seller of this Agreement and the Escrow Agreement by the Sellerother Transaction Documents to which it is a party, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, thereby have been duly authorized by all requisite corporate action on the part of the Seller. This Agreement has been, and upon their execution, the Escrow Agreement have been other Transaction Documents to which the Seller is a party, 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, each of the Escrow Agreement constitute other Transaction Documents to which the Seller is a party, will constitute, a legal, valid and binding obligations obligation of the Seller Seller, enforceable against the Seller 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 Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Massachusetts and has all necessary corporate power and authority to enter into this Agreement and the Escrow AgreementAsset Purchase Ancillary Agreements, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effectthereby. 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 business makes such licensing or qualification necessary, except as would not have a Material Adverse Effect. The execution and delivery of this Agreement and the Escrow Agreement Asset Purchase Ancillary Agreements 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, thereby have been duly authorized by all requisite action on the part of the Seller. This Agreement has been, and upon their execution the Escrow Agreement Asset Purchase Ancillary Agreements 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 Escrow Agreement constitute the Asset Purchase Ancillary Agreements shall constitute, legal, valid and binding obligations of the Seller Seller, enforceable against the Seller in accordance with their respective terms.

Organization, Authority and Qualification of the Seller. The Seller is a corporation company duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effecthereby. 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 business makes such licensing or qualification necessary, except as to the extent that the failure to be so licensed, qualified or 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, or (b) otherwise have a Material Adverse Effect. The execution and delivery of this Agreement and the Escrow 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, have been duly authorized by all requisite action on the part of the SellerSeller and its shareholders. This Agreement and the Escrow Agreement have has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement and the Escrow Agreement constitute the constitutes legal, valid and binding obligations of the Seller Seller, enforceable against the Seller in accordance with their respective its terms. The Company owns all the issued and outstanding equity interest of the Subsidiaries free and clear of all Encumbrances, except for the Existing Share Charge.

Organization, Authority and Qualification of the Seller. The Seller (i) is a corporation duly organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware and its incorporation; (ii) has all necessary corporate power and authority to enter into this Agreement and the Escrow AgreementAncillary Agreements, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby thereby; and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. The Seller (iii) 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 business makes such licensing or qualification necessary, except as to the extent that the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effectnot, individually or in the aggregate, 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. The execution and delivery of this Agreement and the Escrow Agreement Ancillary Agreements 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, thereby have been duly authorized by all requisite action on the part of the Seller. This Agreement has been (and each of the Escrow Agreement have been Ancillary Agreements will be at or prior to the Closing) duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery of the same by the Purchaser) this Agreement constitutes (and the Escrow Agreement constitute the Ancillary Agreements will constitute) legal, valid and binding obligations of the Seller Seller, enforceable against the Seller in accordance with their respective terms.

Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, incorporated and registered, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Escrow Agreement\, to carry out its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effecthereby. 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 business makes such licensing or qualification necessary, except as to the extent that the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effectadversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and. The execution and delivery of this Agreement and the Escrow Agreement 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, have been duly authorized by all requisite action corporate actions on the part of the Seller. This Agreement and the Escrow Agreement have has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaserother Parties) this Agreement and the Escrow Agreement constitute the constitutes legal, valid and binding obligations of the Seller Seller, enforceable against the Seller in accordance with their respective its terms.

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 State of Delaware Delaware, and has all necessary corporate power and authority to enter into this Agreement and the Escrow AgreementAncillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. 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 as would not have a Material Adverse Effectthereby. The execution and delivery by the Seller of this Agreement and the Escrow Agreement by the SellerAncillary Agreements to which it is a party, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, thereby have been duly authorized by all requisite corporate action on the part of the SellerSeller and no action by the stockholders of the Seller is required. This Agreement has been, and upon their execution the Escrow Agreement Ancillary Agreements shall have been been, 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 Escrow Agreement constitute the Ancillary Agreements shall constitute, legal, valid and binding obligations of the Seller Seller, enforceable against the Seller in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or general principles of public policy.

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 State of Delaware Switzerland and has all necessary power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effecthereby. 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 business make such licensing or qualification necessary, except as to the extent that the failure to be so licensed or qualified would not have a Material Adverse Effectadversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement and the Escrow 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, have been duly authorized by all requisite action on the part of the Seller. This Agreement and the Escrow Agreement have has been duly executed and delivered by the Seller, Seller and (assuming due authorization, execution and delivery by the Purchaser) this Agreement and the Escrow Agreement constitute the constitutes a legal, valid and binding obligations obligation of the Seller enforceable against the Seller it in accordance with their respective its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by general principles of equity.

Organization, Authority and Qualification of the Seller. The Seller is a corporation ESOP has been duly organizedauthorized and established; and the Trust Agreement between the Company and GreatBanc Trust Company (the "Trustee"), validly existing as amended and in good standing under restated to be effective as of November 20, 1996 (the laws "Trust Agreement") has been duly authorized, by all necessary corporate action on the part of the State Company; the ESOP constitutes in all material respects an "eligible individual account plan" within the meaning of Delaware Section 407(d)(3) of ERISA and has all necessary power the execution, delivery and authority to enter into performance of this Agreement and the Escrow Agreement, to carry out its obligations hereunder Agreement and thereunder, to consummate the consummation of the transactions contemplated hereby by the parties hereto will not constitute a violation of, or give rise to any liability under, Title I of ERISA or Section 4975 of the Internal Revenue Code of 1996, as amended (together with the rules and thereby and to conduct its Businessregulations promulgated thereunder, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. 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 as would not have a Material Adverse Effect"Code"). The execution and delivery of this Agreement and the Escrow 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, thereby have been duly authorized by all requisite action on the part of the Seller. This Agreement has been, and upon its execution the Escrow Agreement 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 its execution the Escrow Agreement constitute the will constitute, a legal, valid and binding obligations obligation of the Seller enforceable against the Seller in accordance with their respective its terms.

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 State of Delaware and has all necessary power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effectthereby. 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 business makes such licensing or qualification necessary, except as would not have a Material Adverse Effect. The execution and delivery of this Agreement and the Escrow 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, have been duly authorized by all requisite action on the part of the Seller, except for the stockholder approval contemplated by Section 5.09 (which shall have been obtained prior to the Closing). This Agreement has been, and upon its execution the Escrow Agreement 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 its execution the Escrow Agreement constitute the will constitute, a legal, valid and binding obligations obligation of the Seller enforceable against the Seller in accordance with their respective its terms.

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 State of Delaware and has all necessary power and authority to own its properties as such properties are currently owned and to conduct its business as such business is currently conducted, and to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby and to conduct its Business, except where the failure to be so qualified or in good standing would not have a Material Adverse Effecthereby. 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 business makes such licensing or qualification necessary, except as to the extent that the failure to be so licensed or qualified would not have a Material Adverse Effectadversely affect the ability of (i) the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or (ii) WEST, WEST Funding or any Engine Trust to enforce its rights with respect to any Engine Interest, Engine or Engine Asset owned or purportedly owned by it. The execution and delivery of this Agreement and the Escrow 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, including, without limitation, the issuance of the Preferred Stock in accordance with the terms of this Agreement and the Certificate of Designation, have been duly authorized by all requisite action on the part of the Seller. This Agreement and the Escrow Agreement have has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the PurchaserWEST and WEST Funding) this Agreement and the Escrow Agreement constitute the constitutes a legal, valid and binding obligations obligation of the Seller enforceable against the Seller in accordance with their respective its terms.