Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. Each Alta Company is (a) duly formed, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of formation and (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Alta Companies. The Company has the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Board has duly approved this Agreement and the other transaction contemplated hereby and has duly authorized the execution and delivery of this Agreement and directed that the adoption of this Agreement be submitted to the Shareholders for consideration and recommended that all of the Shareholders adopt this Agreement. The affirmative vote (in person or by proxy) or written consent of the holders of all of the outstanding shares of Company Capital Stock (the “Company Shareholder Approval”) is the only vote or consent of any of the holders of Company Capital Stock necessary to adopt this Agreement under the MGCA and the Company Organizational Documents, each as in effect at the time of such adoption and approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company 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. True and complete copies of the Governing Documents of each Alta Company, as in effect on the date hereof, have been delivered to Parent.

Organization; Authority; Enforceability. Each Alta Atlas Company is (a) duly formed, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of formation and (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Alta Atlas Companies. The Company has the corporate limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Board managing member of the Company has duly approved this Agreement and the other transaction contemplated hereby and has duly authorized the execution and delivery of this Agreement Agreement. No other limited liability company proceedings on the part of the Company are necessary to approve and directed that authorize the adoption execution and delivery of this Agreement be submitted to and the Shareholders for consideration and recommended that all consummation of the Shareholders adopt this Agreement. The affirmative vote (in person or by proxy) or written consent of the holders of all of the outstanding shares of Company Capital Stock (the “Company Shareholder Approval”) is the only vote or consent of any of the holders of Company Capital Stock necessary to adopt this Agreement under the MGCA and the Company Organizational Documents, each as in effect at the time of such adoption and approvaltransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company 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. True and complete copies of the Governing Documents of each Alta Atlas Company, as in effect on the date hereof, have been delivered to Parent.

Organization; Authority; Enforceability. Each Alta Company Such Seller is (a) a limited liability company, limited partnership or corporation, duly formed, validly existing, existing and in good standing (or the equivalent) under the Laws of its jurisdiction the State of formation Delaware and (b) qualified to do business and is as a foreign entity in good standing (or the equivalent) in the jurisdictions each jurisdiction in which the conduct character of its business properties, or locations in which the transaction of its assets and/or properties business, makes such qualification necessary, except where the failure to be so qualified to be and in good standing (or the equivalent) would not, individually or in the aggregate, not be reasonably be expected likely to have a Material Adverse Effect material adverse effect on such Seller’s ability to consummate the Alta Companiestransactions contemplated by this Agreement. The Company Such Seller has the corporate requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby. The Board has duly approved this Agreement and the other transaction contemplated hereby and has duly authorized thereby. No other proceedings on the part of such Seller are necessary to approve and authorize the execution and delivery of this Agreement and directed that the adoption of this Agreement be submitted other Transaction Documents to which it is a party and the Shareholders for consideration and recommended that all consummation of the Shareholders adopt this Agreement. The affirmative vote (in person or by proxy) or written consent of the holders of all of the outstanding shares of Company Capital Stock (the “Company Shareholder Approval”) is the only vote or consent of any of the holders of Company Capital Stock necessary to adopt this Agreement under the MGCA transactions contemplated hereby and the Company Organizational Documents, each as in effect at the time of such adoption and approvalthereby. This Agreement and the other Transaction Documents to which it is a party has been been, or upon delivery thereof will be, duly executed and delivered by the Company such Seller and constitutes the valid and binding agreement of the Companysuch Seller, enforceable against the Company 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. True and complete copies of the Governing Documents of each Alta Company, as in effect on the date hereof, have been delivered to Parent.

Organization; Authority; Enforceability. Each Alta Company of the Acquired Entities is (a) duly formed, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction the State of formation Delaware and (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or or properties makes such qualification necessary, except where the failure to be so qualified or to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Alta CompaniesAcquired Entities. The Company Partnership has the corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and to consummate the transactions contemplated hereby. The Board has duly approved execution and delivery of this Agreement and each other Transaction Document to which it is a party by the other transaction contemplated hereby and Partnership has been duly authorized in accordance with the Governing Documents of the Partnership. No other limited partner proceedings on the part of the Partnership are necessary to approve and authorize the execution and delivery of this Agreement and directed that each other Transaction Document to which it is a party and the adoption of this Agreement be submitted to the Shareholders for consideration and recommended that all consummation of the Shareholders adopt this Agreement. The affirmative vote (in person or by proxy) or written consent of the holders of all of the outstanding shares of Company Capital Stock (the “Company Shareholder Approval”) is the only vote or consent of any of the holders of Company Capital Stock necessary to adopt this Agreement under the MGCA transactions contemplated hereby and the Company Organizational Documents, each as in effect at the time of such adoption and approvalthereby. This Agreement and each other Transaction Document to which it is a party has been been, or will be upon execution and delivery thereof, duly executed and delivered by the Company Partnership and constitutes constitute the valid and binding agreement of the CompanyPartnership, enforceable against the Company Partnership 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. True and complete copies of the Governing Documents of each Alta Company, as in effect on the date hereof, have been delivered to Parent.