Common use of Organization, Authority and Qualification Clause in Contracts

Organization, Authority and Qualification. 3.1.1 The Company is duly organized and validly existing under the laws India. The Company and each of the Company Subsidiaries has full corporate power and authority and is entitled to own or lease its properties and to carry on its business as and in all places where such business is conducted and such properties are owned or leased. The Company and the Company Subsidiaries are qualified as a foreign corporation in all jurisdictions it is required to register as such. The Company Shareholders have attached true, correct and complete copies of the Charter Documents and bylaws of the Company and each of the Company Subsidiaries, as amended to date, to the Disclosure Memorandum. The Company Shareholders have attached to the Disclosure Memorandum true, correct and complete copies of: (i) the minutes and other similar records of meetings of the shareholders of the Company and its board of directors, which contain all records of meetings and actions taken in lieu thereof by the Company's shareholders and show all corporate actions taken by the Company's shareholders, the Company's Directors, or any committees thereof, and (ii) the share transfer records, which fully reflect all issuances, transfers and redemptions of the Company's shares since the date of its incorporation. The Company Shareholders have attached to the Disclosure Memorandum true, correct and complete copies of: (i) the minutes and other similar records of meetings of the shareholders of the Acquired Businesses and their respective board of directors, which contain all records of meetings and actions taken in lieu thereof by the Acquired Businesses' shareholders and show all corporate actions taken by the Acquired Businesses' shareholders, the Acquired Businesses' Directors, or any committees thereof, and (ii) the share transfer records, which fully reflect all issuances, transfers and redemptions of the Acquired Businesses shares since the date of their respective incorporation. 3.1.2 The Company has the full corporate power and authority to execute, deliver and perform this Agreement and any other documents hereunder to which it is a party. . This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

Organization, Authority and Qualification. 3.1.1 (a) The Company is a corporation duly organized and validly existing under the laws IndiaLaws of the State of Delaware. Each of the Subsidiaries is a corporation duly organized and validly existing under the Laws of its state of incorporation as shown in the Disclosure Memorandum. The Company has offices and each Restaurants at the locations specified in the Disclosure Memorandum. Each of the Company and its Subsidiaries has full corporate power and authority and is entitled to own or lease its properties and to carry on its business as and in all places where such business is conducted and such properties are owned or leasedpresently conducted. The Company and the Company Subsidiaries are qualified as a foreign corporation in all jurisdictions it is required has previously made available to register as such. The Company Shareholders have attached Apple South true, correct correct, and complete copies of the Charter Documents articles of incorporation and bylaws of the Company and each of the Company Subsidiaries, as amended to date, to the Disclosure Memorandum. The Company Shareholders have attached to the Disclosure Memorandum Subsidiary and true, correct correct, and complete copies of: (i) of the minutes and other similar records of meetings of the shareholders of the Company and its board each Subsidiary and their boards of directors, which contain all written records of meetings of, and written actions taken in lieu thereof by the Company's shareholders and show all corporate actions taken by the Company's shareholders, the Company's Directorsboard of directors, or any committees thereof, and (ii) the share transfer records, which fully reflect all issuances, transfers and redemptions of the Company's shares since the date of its incorporation. The Company Shareholders have attached to the Disclosure Memorandum true, correct and complete copies of: (i) the minutes and other similar records of meetings of the shareholders of the Acquired Businesses and their respective board of directors, which contain all records of meetings and actions taken in lieu thereof by the Acquired Businesses' shareholders and show all corporate actions taken by the Acquired Businesses' shareholders, the Acquired Businesses' Directors, or any committees thereof, and (ii) the share transfer records, which fully reflect all issuances, transfers and redemptions of the Acquired Businesses shares since the date of their respective incorporation. 3.1.2 (b) The Company has the full all requisite corporate power and authority to execute, deliver and perform enter into this Agreement and any other documents hereunder the Escrow Agreement and to which it is a partyconsummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the Escrow Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized, or will be duly authorized prior to the Closing, by all necessary corporate action on the part of Company, including the approval of the Merger by Company's shareholders. This Agreement has been duly executed and delivered by Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as that enforceability may be (i) limited by any subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting the enforcement rights of creditors' rights creditors generally and general principles of equity. (c) The execution and delivery of this Agreement by Company does not, and the execution and delivery of the Escrow Agreement and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of any provision of the articles of incorporation or bylaws of Company, (ii) subject result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to general principles any right of equity termination, cancellation, or acceleration of any obligation or loss of any benefit) under any of the terms, conditions, or provisions of any Company Contract, or (regardless iii) conflict with or violate any permit, concession, franchise, or license held by the Company or any Subsidiary, or any Order or Law. (d) Each of whether that enforceability the Company and its Subsidiaries is considered qualified to transact business as a foreign corporation in all those states and jurisdictions in which its activities require it to so qualify. A list of states and jurisdictions where the Company or a proceeding Subsidiary is so qualified to transact business as a foreign corporation is set forth in equity or at law)the Disclosure Memorandum.

Organization, Authority and Qualification. 3.1.1 (a) The Company and each Subsidiary is a corporation duly organized and validly existing under the laws IndiaLaws of the state of its incorporation as shown in the Disclosure Memorandum. The location and address, including the county, of each office of Company or a Subsidiary and each Restaurant is set forth in the Disclosure Memorandum. Each of the Company and the Subsidiaries has full corporate power and authority and is entitled to own or lease its properties and to carry on its business as and in all places where such business is conducted and such properties are owned or leasedpresently conducted. The Company and the Company Subsidiaries are qualified as a foreign corporation in all jurisdictions it is required has previously made available to register as such. The Company Shareholders have attached Apple South true, correct correct, and complete copies of the Charter Documents certificates or articles of incorporation and bylaws of the Company and each of the Company Subsidiaries, as amended to date, to the Disclosure Memorandum. The Company Shareholders have attached to the Disclosure Memorandum Subsidiary and true, correct correct, and complete copies of: (i) the minutes and other similar records of meetings of the shareholders stockholders and the boards of directors of the Company and its board of directors, each Subsidiary which contain all records of meetings and of, actions taken in lieu thereof by the Company's shareholders by, and show all corporate other actions taken by the Company's shareholderstheir stockholders, the Company's Directors, boards of directors or any committees thereof, and (ii) the share Company's and each Subsidiary's stock transfer records, which reflect fully reflect all issuances, transfers transfers, and redemptions of the Company's shares since the date of its incorporation. The Company Shareholders have attached to the Disclosure Memorandum true, correct and complete copies of: (i) the minutes and other similar records of meetings of the shareholders of the Acquired Businesses and their respective board of directors, which contain all records of meetings and actions taken in lieu thereof by the Acquired Businesses' shareholders and show all corporate actions taken by the Acquired Businesses' shareholders, the Acquired Businesses' Directors, or any committees thereof, and (ii) the share transfer records, which fully reflect all issuances, transfers and redemptions of the Acquired Businesses shares since the date of their respective incorporationincorporations. 3.1.2 (b) The Company has the full all requisite corporate power and authority to execute, deliver and perform enter into this Agreement and any other documents hereunder to which it is a partyconsummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Merger by the Stockholders, as evidenced by the execution hereof. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as that enforceability may be (i) limited by any subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting the enforcement rights of creditors' rights creditors generally and general principles of equity. (c) Except as set forth in the Disclosure Memorandum, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement will not (i) conflict with, or result in any violation or breach of any provision of the certificate or articles of incorporation or bylaws of the Company or any Subsidiary; (ii) subject result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to general principles any right of equity termination, cancellation, or acceleration of any obligation or loss of any benefit) under any of the terms, conditions, or provisions of any Company Contract which would have a Material Adverse Effect; (regardless iii) conflict with, violate, or result in the termination of whether that enforceability any permit, concession, franchise, or license held by the Company or any Subsidiary; nor (iv) violate any Order or Law which violation would have a Material Adverse Effect. (d) The Company and each Subsidiary is considered qualified to transact business as a foreign corporation in all those states and jurisdictions in which its activities require it to so qualify unless the failure to so qualify would not have a proceeding Material Adverse Effect. A list of states and jurisdictions where the Company or a Subsidiary is so qualified to transact business is set forth in equity or at law)the Disclosure Memorandum.

Organization, Authority and Qualification. 3.1.1 The Company is duly organized and validly existing under the laws IndiaUAE. The Company and each of the Company Subsidiaries has full corporate power and authority and is entitled to own or lease its properties and to carry on its business as and in all places where such business is conducted and such properties are owned or leased. The Company and the Company Subsidiaries are qualified as a foreign corporation in all jurisdictions it is required to register as such. The Company Shareholders have attached true, correct and complete copies of the Charter Documents and bylaws of the Company and each of the Company Subsidiaries, as amended to date, to the Disclosure Memorandum. The Company Shareholders have attached to the Disclosure Memorandum true, correct and complete copies of: (i) the minutes and other similar records of meetings of the shareholders of the Company and its board of directors, which contain all records of meetings and actions taken in lieu thereof by the Company's shareholders and show all corporate actions taken by the Company's shareholders, the Company's Directors, or any committees thereof, and (ii) the share transfer records, which fully reflect all issuances, transfers and redemptions of the Company's shares since the date of its incorporation. The Company Shareholders have attached to the Disclosure Memorandum true, correct and complete copies of: (i) the minutes and other similar records of meetings of the shareholders of the Acquired Businesses and their respective board of directors, which contain all records of meetings and actions taken in lieu thereof by the Acquired Businesses' shareholders and show all corporate actions taken by the Acquired Businesses' shareholders, the Acquired Businesses' Directors, or any committees thereof, and (ii) the share transfer records, which fully reflect all issuances, transfers and redemptions of the Acquired Businesses shares since the date of their respective incorporation. 3.1.2 The Company has the full corporate power and authority to execute, deliver and perform this Agreement and any other documents hereunder to which it is a party. . This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

Organization, Authority and Qualification. 3.1.1 (a) The Company is a corporation duly organized and validly existing under the laws IndiaLaws of Georgia. The Company has offices and each places of business at the locations specified in the DISCLOSURE SCHEDULES. The Company Subsidiaries has full corporate power and authority and is entitled to own or lease its properties and to carry on its business as and in all places where such business is conducted and such properties are owned or leased. The Company and the Company Subsidiaries are is not required to be qualified as a foreign corporation in all jurisdictions it is required to register any jurisdiction except as suchset forth in the DISCLOSURE SCHEDULES. The Company Shareholders Sellers have attached previously furnished to Parent and Purchaser true, correct and complete copies of the Charter Documents articles or certificate of incorporation and bylaws of the Company and each of the Company SubsidiariesCompany, as amended to date, to the Disclosure Memorandum. The Company Shareholders Sellers have attached previously furnished to the Disclosure Memorandum Parent and Purchaser true, correct and complete copies of: (i) the minutes and other similar records of meetings of the shareholders of the Company and its board of directors, which contain all records of meetings and actions taken in lieu thereof by the Company's shareholders and show all corporate actions taken by the Company's shareholders, the Company's Directorsboard of directors, or any committees thereof, and (ii) the share transfer records, which reflect fully reflect all issuances, transfers and redemptions of the Company's shares since the date of its incorporation. The Company Shareholders have attached to the Disclosure Memorandum true, correct and complete copies of: (i) the minutes and other similar records of meetings of the shareholders of the Acquired Businesses and their respective board of directors, which contain all records of meetings and actions taken in lieu thereof by the Acquired Businesses' shareholders and show all corporate actions taken by the Acquired Businesses' shareholders, the Acquired Businesses' Directors, or any committees thereof, and (ii) the share transfer records, which fully reflect all issuances, transfers and redemptions of the Acquired Businesses shares since the date of their respective incorporation. 3.1.2 (b) The Company has the full corporate power and authority to execute, deliver and perform this Agreement and any other documents hereunder agreements or instruments contemplated by this Agreement ("OTHER AGREEMENTS") to which it is a party. . This Agreement constitutes has been, and when executed and delivered on the legalClosing Date, the Other Agreements will be, duly and upon such execution and delivery will validly executed and delivered by the Company and constitute the valid and legally binding obligation obligations of the Company, subject to general equity principles, enforceable against the Company in accordance with its their respective terms, except as that enforceability the same may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws Laws affecting the enforcement rights of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law)creditors generally.