Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. To the extent that such Seller is not an individual, such Seller (a) is an entity validly existing, and in good standing under the Laws of the jurisdiction in which it is formed and (b) is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated hereby. Such Seller has the requisite legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. No other limited liability company or other proceedings on the part of such Seller are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party and the consummation of the transactions contemplated hereby and hereby. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Such Seller is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such Seller is not an individual, such Seller (a) The Investor is an entity exempted company duly incorporated, validly existing, existing and in good standing under the Laws of the jurisdiction in which it is formed and (b) Cayman Islands. The Investor is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would notnot have an Investor Material Adverse Effect. Subject to receipt of the Required Vote, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated hereby. Such Seller Investor has the requisite legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such Seller it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Investor is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Investor Board action on the part of the Investor (the “Investor Board Recommendation”). No other limited liability company or other proceedings on the part of such Seller the Investor (including any action by the Investor Board or the Investor Shareholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery and or performance of this Agreement and the Ancillary Agreements to which such Seller the Investor is a party and the consummation of the transactions contemplated hereby and herebythereby. This Agreement has been been, and the Ancillary Agreements to be executed and delivered by the Investor at Closing will be, duly executed and delivered by such Seller Investor and constitutes the constitute valid and binding agreement of such Sellerthe Investor, enforceable against such Seller the Investor in accordance with its their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Such Seller The Investor is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such Seller is not an individuala limited liability company duly formed, such Seller (a) is an entity validly existing, and in good standing under the Laws of the jurisdiction in which it is formed and (b) State of Delaware. Seller is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated hereby. Such Seller has the requisite legal entity limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, to which such Seller is a party perform its obligations hereunder and to consummate the transactions contemplated hereby hereby. The board of managers (or equivalent) of Seller has duly approved this Agreement, the performance of its obligations hereunder and therebythe consummation of the transactions contemplated hereby. No other limited liability company or other proceedings on the part of such Seller are necessary to approve and authorize the executionexecution and delivery of this Agreement, delivery and the performance of this Agreement and the Ancillary Agreements to which such Seller is a party its obligations hereunder and the consummation of the transactions contemplated hereby and hereby. This Agreement has been duly executed and delivered by such Seller and (assuming the due authorization, execution and delivery by the other parties thereto) constitutes the valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Such Seller is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.