Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. Such Seller is a limited liability company, limited partnership or corporation, duly formed, validly existing and in good standing under the Laws of the State of Delaware and qualified to do business 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 be reasonably likely to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by this Agreement. Such Seller has the 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 and thereby. No other proceedings on the part of such Seller are necessary to approve and authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which it is a party has been, or upon delivery thereof will be, 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.

Organization; Authority; Enforceability. Such Seller Each of the Acquired Entities is a limited liability company, limited partnership or corporation, (a) duly formed, validly existing existing, and in good standing (or the equivalent) under the Laws of the State of Delaware and (b) qualified to do business as a foreign entity and is in each jurisdiction good standing (or the equivalent) in the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its business, assets or properties makes such qualification necessary, except where the failure to be so qualified and or to be in good standing (or the equivalent) would not not, individually or in the aggregate, reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on such Seller’s ability to consummate the transactions contemplated by this AgreementAcquired Entities. Such Seller The Partnership has the requisite power and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is a party and to consummate the transactions contemplated hereby hereby. The execution and therebydelivery of this Agreement and each other Transaction Document to which it is a party by the Partnership has been duly authorized in accordance with the Governing Documents of the Partnership. No other limited partner proceedings on the part of such Seller the Partnership are necessary to approve and authorize the execution and delivery of this Agreement and the each other Transaction Documents Document to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and the each other Transaction Documents Document to which it is a party has been, or will be upon execution and delivery thereof will bethereof, duly executed and delivered by such Seller the Partnership and constitutes constitute the valid and binding agreement of such Sellerthe Partnership, enforceable against such Seller the 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.

Organization; Authority; Enforceability. Such Seller Each Alta Company is a limited liability company, limited partnership or corporation, (a) duly formed, validly existing existing, and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware formation and (b) qualified to do business as a foreign entity and is in each jurisdiction good standing (or the equivalent) in the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its business, assets and/or properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent) would not not, individually or in the aggregate, reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on such Seller’s ability to consummate the transactions contemplated by this AgreementAlta Companies. Such Seller The Company has the requisite corporate 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 thereby. No other proceedings on the part of such Seller are necessary to approve and authorize has duly authorized the execution and delivery of this Agreement and directed that the other Transaction Documents adoption of this Agreement be submitted to which it 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 a party the only vote or consent of any of the holders of Company Capital Stock necessary to adopt this Agreement under the MGCA and the consummation Company Organizational Documents, each as in effect at the time of the transactions contemplated hereby such adoption and therebyapproval. This Agreement and the other Transaction Documents to which it is a party has been, or upon delivery thereof will be, been duly executed and delivered by such Seller the Company and constitutes the valid and binding agreement of such Sellerthe Company, enforceable against such Seller 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. Such Seller is a an exempted limited partnership, limited partnership or limited liability company, limited partnership or corporationas applicable, duly formed, validly existing and in good standing under the Laws of the State of Delaware or the Cayman Islands, as applicable, and qualified to do business 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 be reasonably likely to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by this Agreement. Such Seller has the requisite exempted limited partnership, limited partnership or limited liability company, as applicable, 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 and therebyhereby. No other exempted limited partnership, limited partnership or limited liability company, as applicable, proceedings on the part of such Seller are necessary to approve and authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and therebyhereby. This Agreement and the other Transaction Documents to which it is a party has been, or upon delivery thereof will be, 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.

Organization; Authority; Enforceability. Such Seller Each Atlas Company is a limited liability company, limited partnership or corporation, (a) duly formed, validly existing existing, and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware formation and (b) qualified to do business as a foreign entity and is in each jurisdiction good standing (or the equivalent) in the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its business, assets and/or properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent) would not not, individually or in the aggregate, reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on such Seller’s ability to consummate the transactions contemplated by this AgreementAtlas Companies. Such Seller The Company has the requisite limited liability company 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 managing member of the Company has duly approved this Agreement and the other transaction contemplated hereby and therebyhas duly authorized the execution and delivery of this Agreement. No other limited liability company proceedings on the part of such Seller the Company are necessary to approve and authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and therebyhereby. This Agreement and the other Transaction Documents to which it is a party has been, or upon delivery thereof will be, been duly executed and delivered by such Seller the Company and constitutes the valid and binding agreement of such Sellerthe Company, enforceable against such Seller 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 Atlas Company, as in effect on the date hereof, have been delivered to Parent.