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

Organization, Authority and Qualification of the Sellers. Each Seller is duly organized, validly existing and in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction of its organization and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Seller is duly licensed or qualified to do business and is in good standing (to the extent such concept is recognized by the applicable jurisdiction) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not materially and adversely affect the ability of such Seller to carry out its obligations under this Agreement and the Ancillary Agreements or prevent such Seller from consummating the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by each Seller, the performance by each Seller of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each Seller and its equityholders. This Agreement has been, and upon their execution, the Ancillary Agreements shall have been, duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by the Companies) this Agreement constitutes, and upon their execution the Ancillary [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Agreements shall constitute, legal, valid and binding obligations of each Seller, enforceable against each Seller in accordance with their respective terms.

Organization, Authority and Qualification of the Sellers. Each Seller Except as set forth in Section 3.1 of the Sellers’ Disclosure Schedule, each of the Sellers (x) 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 (to the extent such concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction of its organization and 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 carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby Transactions.; (y) has all necessary power and thereby. Each Seller authority to own, lease, operate and conduct its respective businesses, properties and assets as now being conducted; and (z) is duly licensed or qualified to do business and is in good standing (to the extent such concept is recognized by the applicable jurisdiction) 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, qualified or in good standing (a) has resulted from the commencement or continuance of the Chapter 11 Cases; or (b) would not materially and not: (i) adversely affect the ability of such Seller to carry out its obligations under this Agreement and the Ancillary Agreements Agreements, and to consummate the Transactions; or prevent such Seller (ii) otherwise reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Subject to obtaining the Sale Order from consummating the transactions contemplated hereby and thereby. The Bankruptcy Court, the execution and delivery of this Agreement and the Ancillary Agreements by each Seller, the performance by each Seller of its obligations hereunder and thereunder thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite action on the part of each such Seller and its equityholderstheir stockholders or members, as the case may be, and no other corporate or limited liability company action or proceeding on the part of any of the Sellers is necessary to authorize the execution and delivery 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, the Ancillary Agreements shall have been, duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by the Companies) Purchaser), subject to the approval of the Bankruptcy Court, this Agreement constitutes, and and, upon their execution execution, the Ancillary [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Agreements shall constitute, legal, valid and binding obligations of each such Seller, as applicable, enforceable against each such Seller in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity. None of the Sellers have any Subsidiaries, except for other Sellers, except as specified in Section 2.1(a)(iv).

Organization, Authority and Qualification of the Sellers. Each Except as a result of the commencement of the Chapter 11 Cases, such Seller is duly organized, validly existing and in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws Laws of the jurisdiction of its organization and has all necessary corporate power and authority authority, subject to obtaining the approval of the Bankruptcy Court or, where applicable, the Canadian Court, to enter into this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Such Seller is duly licensed or qualified to do business and is in good standing (to the extent such concept is recognized by the applicable jurisdiction) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing (a) has resulted from the commencement or continuance of the Chapter 11 Cases, or (b) would not materially and (i) adversely affect the ability of such Seller to carry out its obligations under under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements Agreements, or prevent such Seller from consummating (ii) have a Material Adverse Effect. Subject to obtaining the transactions contemplated hereby and thereby. The approval of the Bankruptcy Court or, where applicable, the Canadian Court, the execution and delivery of this Agreement and the Ancillary Agreements by each such Seller, the performance by each such Seller of its obligations hereunder and thereunder and the consummation by each such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each Seller and its equityholderssuch Seller. This Agreement has been, and upon their execution, execution the Ancillary Agreements shall have been, duly executed and delivered by each such Seller, and (assuming due authorization, execution and delivery by the CompaniesPurchaser) following the approval by the Bankruptcy Court or, where applicable, the Canadian Court of this Agreement constitutes, and upon their execution the Ancillary [*] = Certain confidential information contained in Agreements and the transactions contemplated hereby and thereby, this document, marked by brackets, has been omitted Agreement and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Ancillary Agreements shall constitute, constitute legal, valid and binding obligations of each such Seller, enforceable against each such Seller in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.

Organization, Authority and Qualification of the Sellers. Each Seller of the Sellers is a legal entity duly organized, organized and validly existing and in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws Laws of the jurisdiction of its organization and has all necessary power and authority to enter into this Agreement and the Ancillary AgreementsAgreements to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Seller of the Sellers is duly licensed or qualified to do business and is in good standing (to the extent such concept is recognized by the applicable jurisdiction) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not materially and adversely affect the ability of such Seller to carry out its obligations under this Agreement and the Ancillary Agreements or prevent such Seller from consummating the transactions contemplated hereby and therebyhave a Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which a Seller is a party by each Sellerof the Sellers, the performance by each Seller of the Sellers of its obligations hereunder and thereunder and the consummation by each Seller of the Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each Seller and its equityholderssuch Seller. This Agreement has been, and upon their execution, execution the Ancillary Agreements shall have been, duly executed and delivered by each Sellerof the Sellers, and (assuming due authorization, execution and delivery by the CompaniesPurchaser) this Agreement constitutes, and upon their execution the Ancillary [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Agreements shall constitute, legal, valid and binding obligations of each Sellerof the Sellers, enforceable against each Seller of the Sellers in accordance with their respective termsterms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Organization, Authority and Qualification of the Sellers. (a) Each Seller is a company duly organized, validly existing and in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction of its organization incorporation or formation, and has all necessary corporate power and authority to enter into this Agreement and the Ancillary AgreementsAgreements to which it is, or is specified to be, a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each To the extent applicable, each Seller is duly licensed or qualified to do business and is in good standing (to the extent such concept is recognized by the applicable jurisdiction) in each jurisdiction in for which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not materially and (a) adversely affect the ability of such Seller to carry out its obligations under under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements to which it is, or prevent such Seller from consummating is specified to be, a party, or (b) otherwise, individually or in the transactions contemplated hereby and therebyaggregate, have a Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party by each Seller, the performance by each Seller of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each Seller and and, to the extent necessary, its equityholdersshareholders, including the written consent of shareholders representing a majority of the outstanding shares of Claxson, a copy of which is attached hereto as Exhibit 3.01. This Agreement has been, and upon their execution, execution the Ancillary Agreements to which it is, or is specified to be, a party shall have been, duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by the CompaniesPurchasers) this Agreement constitutes, and upon their execution the Ancillary [*] = Certain confidential information contained in this documentAgreements to which it is, marked by bracketsor is specified to be, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Agreements a party shall constitute, legal, valid and binding obligations of each Seller, enforceable against each Seller in accordance with their respective terms.

Organization, Authority and Qualification of the Sellers. Each Except as otherwise provided in Section 11.12 with respect to Equity Partners, each Seller that is a corporation: (i) is duly organized, organized and validly existing and in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction of its organization incorporation and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Seller is duly licensed or qualified to do business ; and is in good standing (to ii) the extent such concept is recognized by the applicable jurisdiction) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not materially and adversely affect the ability of such Seller to carry out its obligations under this Agreement and the Ancillary Agreements or prevent such Seller from consummating the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by each such Seller, the performance by each such Seller of its obligations hereunder and thereunder and the consummation by each such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each such Seller. Each Seller that is an individual has all legal capacity to enter into this Agreement and its equityholdersthe Ancillary Agreements, to carry out his or her obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and upon their execution, execution each of the Ancillary Agreements shall have been, duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by the CompaniesPurchaser) this Agreement constitutes, and upon their its execution each of the Ancillary [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Agreements shall will constitute, a legal, valid and binding obligations obligation of each Seller, Seller enforceable against each Seller in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, moratorium or similar Laws affecting or relating to creditor’s rights generally, and subject to general principles of equity.

Organization, Authority and Qualification of the Sellers. Each Seller and Orthofix is duly organized, validly existing and in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction of its organization and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Seller and Orthofix is duly licensed or qualified to do business and is in good standing (to the extent such concept is recognized by the applicable jurisdiction) 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, licensed or qualified or in good standing would not materially and adversely affect result, individually or in the ability of such Seller to carry out its obligations under this Agreement and the Ancillary Agreements or prevent such Seller from consummating the transactions contemplated hereby and therebyaggregate, in a Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements by each SellerSeller and Orthofix (to the extent a party thereto), the performance by each Seller and Orthofix of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each such Seller and its equityholdersOrthofix. This Agreement has been, and upon their execution, execution the Ancillary Agreements shall have been, duly executed and delivered by each SellerSeller and Orthofix (to the extent a party thereto), and (assuming due authorization, execution and delivery by the CompaniesPurchasers) this Agreement constitutes, and upon their execution the Ancillary [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Agreements shall constitute, legal, valid and binding obligations of each SellerSeller and Orthofix (to the extent a party thereto), enforceable against each Seller and Orthofix (to the extent a party thereto) in accordance with their respective terms, except as enforcement may be limited by equitable principles limiting the right to obtain specific performance or other equitable remedies, or by applicable bankruptcy or insolvency Laws and related decisions affecting creditors’ rights generally.

Organization, Authority and Qualification of the Sellers. Each Seller Except as a result of the commencement of the Chapter 11 Cases and the Canadian Proceedings, each of the Sellers is a corporation or partnership, as the case may be, duly organized, validly existing and in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction of its organization 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 carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyTransactions. Each Seller of the Sellers is duly licensed or qualified to do business and is in good standing (to the extent such concept is recognized by the applicable jurisdiction) 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, qualified or in good standing standing: (a) has resulted from the commencement or continuance of the Chapter 11 Cases or the Canadian Proceedings; or (b) would not materially and not: (i) adversely affect the ability of such Seller to carry out its obligations under this Agreement and the Ancillary Agreements Agreements, and to consummate the Transactions; or prevent such Seller (ii) otherwise have a Material Adverse Effect. Subject to obtaining the Approval Orders from consummating the transactions contemplated hereby Bankruptcy Court and thereby. The Canadian Court, the execution and delivery of this Agreement and the Ancillary Agreements by each Seller, the performance by each Seller of its obligations hereunder and thereunder thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite action on the part of each such Seller and its equityholdersstockholders or partners, as the case may be. This Agreement has been, and upon their execution, the Ancillary Agreements shall have been, duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by the Companies) Purchaser), subject to the approval of the Bankruptcy Court and Canadian Court, this Agreement constitutes, and and, upon their execution execution, the Ancillary [*] = Certain confidential information contained in this documentAgreements shall, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Agreements shall constitute, legal, valid and binding obligations of each such Seller, enforceable against each such Seller in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.

Organization, Authority and Qualification of the Sellers. Each Seller is (to the extent such concepts are recognized under applicable Law) duly organized, validly existing and in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction of its organization and has all necessary power and authority to enter into this Agreement and the each Ancillary AgreementsAgreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Seller is duly licensed or qualified to do business and is in good standing (to the extent such concept is concepts are recognized by the under applicable jurisdictionLaw) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not materially and adversely affect the ability of such Seller to carry out its obligations under under, and to consummate the transactions contemplated by, this Agreement and the each Ancillary Agreements or prevent such Seller from consummating the transactions contemplated hereby and therebyAgreement to which it is a party. The execution and delivery by each Seller of this Agreement and the each Ancillary Agreements by each SellerAgreement to which it is a party, the performance by each such Seller of its obligations hereunder and thereunder and the consummation by each such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each Seller and such Seller, and, to the extent applicable, its equityholdersequity holders. This Agreement has been, and upon their execution, the execution each Ancillary Agreements Agreement to which a Seller is a party shall have been, duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery of this Agreement by the CompaniesPurchaser, and of each Ancillary Agreement to which a Seller is party by the other parties thereto) this Agreement constitutes, and upon their execution the each Ancillary [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant Agreement to Rule 406 of the Securities Act of 1933, as amended. Agreements which a Seller is a party shall constitute, legal, valid and binding obligations of each such Seller, enforceable against each such Seller in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Organization, Authority and Qualification of the Sellers. Each Seller is a corporation duly organized, validly existing and in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction of its organization incorporation and has all necessary power and authority to enter into this Agreement and the Ancillary AgreementsAgreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. Each Seller is duly licensed or qualified to do business and is in good standing (to the extent such concept is recognized by the applicable jurisdiction) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not materially and adversely affect the ability of such Seller to carry out its obligations under this Agreement and the Ancillary Agreements or prevent such Seller from consummating the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and by the Ancillary Agreements by each SellerSellers, the performance by each Seller the Sellers of its obligations hereunder and thereunder and the consummation by each Seller the Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each the Seller and its equityholdersshareholders. This Agreement has been, and upon their execution, the Ancillary Agreements shall have been, been duly executed and delivered by each Sellerthe Sellers, and (assuming due authorization, execution and delivery by the CompaniesPurchaser) this Agreement constitutes, and upon their execution the Ancillary [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Agreements shall constitute, constitutes legal, valid and binding obligations of each Sellerthe Sellers, enforceable against each Seller the Sellers 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). The Sellers have duly and validly executed any and all documents with respect to the Sellers required for the purpose of enabling the Purchaser to become shareholder or beneficial owner of each Company under applicable laws. Each of the Sellers is not insolvent or unable to pay its debts within the meaning of the applicable insolvency legislation, nor is it subject to any complaint, petition or revocation, from any third party, public authority or agent, including bankruptcy or civil claw-back actions. No order has been made, resolution passed or process has been instituted which could lead to any of the Sellers being liquidated, wound-up or dissolved and its assets being distributed among any of the Sellers’ creditors, shareholders or other contributors and there are no circumstances requiring any of the foregoing. No order or filing for administration, insolvency, bankruptcy or other similar proceedings (including, without limitation, restructuring or reorganization plans) has been made in respect of any of the Sellers and no petition has been presented for that purposes by or on behalf of any of the Sellers, nor by any third person, public authority or agent and there are no circumstances requiring any of the foregoing.

Organization, Authority and Qualification of the Sellers. Each Seller 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 Cases, in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws Laws of the jurisdiction of its organization and incorporation, formation or organization, and, subject to obtaining the approval of either Bankruptcy Court, as applicable, has all necessary power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyTransactions. Each Seller of the Sellers has all necessary power and authority to own, lease, operate and conduct its respective businesses, properties and assets as now being conducted. Each of the Sellers is duly licensed or qualified to do business and is in good standing (to the extent such concept is recognized by the applicable jurisdiction) 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, qualified or in good standing (a) has resulted from the commencement or continuance of the Cases, or (b) would not materially and adversely affect the ability of such Seller to carry out its obligations under this Agreement and the Ancillary Agreements or prevent such Seller Agreements, and to consummate the Transactions. Subject to obtaining the Sale Orders from consummating the transactions contemplated hereby Bankruptcy Courts, and thereby. The except as otherwise disclosed in Section 3.01 of the Sellers’ Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Agreements by each Seller, the performance by each Seller of its obligations hereunder and thereunder thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite action on the part of such Seller, and no other corporate or limited liability company action or proceeding on the part of any of the Sellers is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements by each Seller and its equityholdersof the Sellers, or the consummation of the Transactions. This Agreement has been, and upon their execution, the Ancillary Agreements shall have been, duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by the Companies) Purchaser), subject to the approval of the Bankruptcy Courts, this Agreement constitutes, and and, upon their execution execution, the Ancillary [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Agreements shall constitute, legal, valid and binding obligations of each such Seller, enforceable against each such Seller in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.

Organization, Authority and Qualification of the Sellers. Each Seller of the Sellers is a corporation duly organized, validly existing and in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction State of its organization Delaware and has all necessary power and authority to enter into this Agreement and the Ancillary AgreementsAgreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Seller of the Sellers is duly licensed or qualified to do business and is in good standing (to the extent such concept is recognized by the applicable jurisdiction) 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 or qualified or in good standing would not materially and adversely affect (i) the ability of such Seller to carry out its obligations under under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or prevent such Seller from consummating to which it is a party and (ii) the transactions contemplated hereby ability of the Sellers and therebythe Subsidiaries to conduct the Business in any material respect. The execution and delivery by each of the Sellers of this Agreement and the Ancillary Agreements by each Sellerto which it is a party, the performance by each Seller of the Sellers of its obligations hereunder and thereunder and the consummation by each Seller of the Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each Seller and its equityholdersof the Sellers. This Agreement has been, and upon their execution, execution the Ancillary Agreements shall have beenwill be, duly executed and delivered by each Sellerof the Sellers that is a party thereto, and (assuming due authorization, execution and delivery by the CompaniesPurchaser) this Agreement constitutes, and upon their execution the Ancillary [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant Agreements to Rule 406 of the Securities Act of 1933, as amended. Agreements shall which each Seller is a party will constitute, legal, valid and binding obligations of each Seller, such Seller enforceable against each such Seller in accordance with their respective terms.

Organization, Authority and Qualification of the Sellers. Each Seller is The Sellers are corporations duly organized, validly existing and in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction of its organization their respective incorporation and has have all necessary corporate power and authority to enter into this Agreement and the Ancillary AgreementsBxxx of Sale, Assignment and Assumption Agreement, to carry out its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Seller is The Sellers are duly licensed or qualified to do business and is are in good standing (to the extent such concept is recognized by the applicable jurisdiction) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not materially and adversely affect the ability of such Seller the Sellers to carry out its their respective obligations under under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or prevent such Seller from consummating the transactions contemplated hereby Bxxx of Sale, Assignment and therebyAssumption Agreement. The execution and delivery of this Agreement and the Ancillary Agreements Bxxx of Sale, Assignment and Assumption Agreement by each Sellerthe Sellers, the performance by each Seller the Sellers of its their obligations hereunder and thereunder and the consummation by each Seller the Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each Seller and its equityholdersthe Sellers. This Agreement has been, and upon their executionexecution the Bxxx of Sale, the Ancillary Agreements Assignment and Assumption Agreement shall have been, duly executed and delivered by each Sellerthe Sellers, and (assuming due authorization, execution and delivery by the CompaniesPurchaser) this Agreement constitutes, and upon their execution the Ancillary [*] = Certain confidential information contained in this documentBxxx of Sale, marked by brackets, has been omitted Assignment and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Agreements Assumption Agreement shall constitute, legal, valid and binding obligations of each Sellerthe Sellers, enforceable against each Seller the Sellers in accordance with their respective terms. No shares of any corporation or any ownership or other investment interest, either of record, beneficially or equitably, in any association, partnership, joint venture or other legal entity are included in the Purchased Assets. There are no existing agreements, options, commitments or rights with, of or to any person to acquire any of Sellers’ assets, properties or rights included in the Purchased Assets or any interest therein.