Common use of ORGANIZATION, AUTHORIZATION, ETC Clause in Contracts

ORGANIZATION, AUTHORIZATION, ETC. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Schedule 3.1 sets forth a list of each jurisdiction in which Seller is required, based on the property owned, leased or operated by it or the operation of the Business as currently conducted by it, to be authorized to conduct business as a foreign limited liability company, except as would not reasonably be expected to result in any Liability that is material to the Business or otherwise impair the conduct of the Business in any material respect and Seller is duly authorized to conduct business as a foreign limited liability company and is in good standing in each such jurisdiction. Seller has all requisite power and authority to own or use the properties and assets that it purports to own or use and to conduct the Business as it is now being conducted. Seller has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, the performance of Seller’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary proceedings on the part of Seller. This Agreement has been, and when executed and delivered the Ancillary Agreements to which it is a party will be, duly executed and delivered by Seller and constitute and (assuming due authorization, execution and delivery by Buyer) will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “General Enforceability Exceptions”).

ORGANIZATION, AUTHORIZATION, ETC. (a) Seller is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York. Schedule 3.1 sets forth Seller has all requisite corporate and other power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and as it presently is proposed to be conducted. Seller is in good standing and is duly qualified as a list of foreign entity to transact business in each other jurisdiction in which Seller is required, based on the nature of the property owned, owned or leased or operated by it or the operation conduct of the Business as currently conducted by it, its business requires it to be authorized to conduct business as a foreign limited liability companyso qualified, except as where the lack of such qualification would not reasonably be expected to result in any Liability that is material to the Business or otherwise impair the conduct of the Business in any material respect and Seller is duly authorized to conduct business as have a foreign limited liability company and is in good standing in each such jurisdiction. Material Adverse Effect (b) Seller has all requisite power and authority to own or use the properties and assets that it purports to own or use and to conduct the Business as it is now being conducted. Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Transaction Agreements to which it Seller is a party, to perform its his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Transaction Agreements to which it is a party, the performance of Seller’s obligations hereunder and thereunder thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary proceedings corporate or other action on the part of Seller, its stockholders and Board. This Each Transaction Agreement has been, and when executed and delivered the Ancillary Agreements to which it Seller is a party will be, has been duly executed and delivered by Seller and constitute and (assuming due authorization, execution and delivery by Buyerthe other parties thereto) will constitute the legal, valid and binding obligations obligation of Seller, enforceable against Seller in accordance with their terms. (c) The execution, except as such enforceability may be limited by bankruptcydelivery and performance of the Transaction Agreements do not, insolvencyand the consummation of the transactions contemplated hereby and thereby will not, reorganizationconflict with, moratorium or result in the imposition of an Encumbrance upon, or result in any breach or violation of or default under (with or without notice or lapse of time, or both), or give rise to any right of termination, cancellation, modification or acceleration, or any obligation or loss of any benefit under or in respect of (i) any provision of the certificate of incorporation, bylaws, or similar Laws affecting creditors' rights generally organizational documents, of Seller; (ii) any Contract to which Seller is a party or to which any of its properties or assets are bound or (iii) any Law or Order to which Seller is subject. (d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Seller with, to or from any Person, including any Governmental Authority, in connection with the execution and by general principles delivery of equity (regardless the Transaction Agreements or the consummation of whether enforcement is sought in a proceeding at law or in equity) (the “General Enforceability Exceptions”)transactions contemplated hereby and thereby.

ORGANIZATION, AUTHORIZATION, ETC. Seller is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Schedule 3.1 sets forth a list of each jurisdiction in which Seller is required, based on the property owned, leased or operated by it or Seller, the operation nature of the Business as currently business conducted by itSeller, or for any other reason, to be authorized to conduct business as a foreign limited liability company, except as would not reasonably be expected to result in any Liability that is material to the Business or otherwise impair the conduct of the Business in any material respect and corporation. Seller is duly authorized to conduct business as a foreign limited liability company corporation and is in good standing in each such jurisdiction, in each case except where the failure to be so duly authorized would not have a Material Adverse Effect on Seller. Seller has all requisite corporate power and authority to own or use the properties and assets that it purports to own or use and to conduct the Business its business as it is now being conducted. Seller has delivered to Buyer true and complete copies of the Certificate of Incorporation and Bylaws of Seller (as amended to date). Seller and Shareholder has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it each of them is a party, to perform its each of their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it Seller is a party, the performance of Seller’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary proceedings on the part of Seller. This Agreement has been, and when executed and delivered the Ancillary Agreements to which it Seller is a party will be, have been duly executed and delivered by Seller and constitute and (assuming due authorization, execution and delivery by Buyer) will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their termsterms subject to the effect of any applicable Laws relating to bankruptcy, except as such enforceability may be limited by bankruptcyreorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors' ’ rights generally and by subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding at law or in equity) (the “General Enforceability Exceptions”).

ORGANIZATION, AUTHORIZATION, ETC. Seller (a) Each Acquired Company is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delawareits organization. Schedule 3.1 sets forth a list of each jurisdiction in which Seller is required, based on the property owned, leased or operated by it or the operation of the Business as currently conducted by it, to be authorized to conduct business as a foreign limited liability company, except as would not reasonably be expected to result in any Liability that is material to the Business or otherwise impair the conduct of the Business in any material respect and Seller is duly authorized to conduct business as a foreign limited liability company and is in good standing in each such jurisdiction. Seller has The Acquired Companies have all requisite corporate power and authority to own or use the properties and assets that it purports to own or use and to conduct carry on the Business as it is now being conducted, and to own, operate and lease its properties and assets. Seller Each Acquired Company is qualified or licensed to do business in the states listed on Schedule 3.1(a), and each is in good standing in each such state. Each Acquired Company is qualified or licensed to do business in all states in which the character of the properties owned or held under lease by it or the nature of its business makes such qualification or license necessary, except where failure to be so qualified or licensed would not, individually or in the aggregate, have a material and adverse impact on any such Acquired Company. Except as set forth on Schedule 3.1(a) since January 1, 2017, no Acquired Company has been known by or used any corporate, fictitious or other name in the conduct of the Acquired Companies’ Business. (b) Company has full power and authority to execute and deliver this Agreement and the each Ancillary Agreements Agreement to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the each Ancillary Agreements Agreement to which it the Company is a party, the performance of SellerCompany’s obligations hereunder and thereunder thereunder, and the consummation of the transactions contemplated hereby and thereby have been (and in the case of the applicable Ancillary Agreements at or prior to Closing will be) duly and validly authorized by all necessary proceedings on the part of SellerCompany. This Agreement has been, been (and when executed and delivered in the case of the applicable Ancillary Agreements at or prior to which it is a party Closing will be, ) duly executed and delivered by Seller and constitute and (Company, and, assuming the due authorization, execution and delivery hereof by Buyer) , constitutes (or will constitute with respect to the applicable Ancillary Agreements) the legal, valid and binding obligations obligation of SellerCompany, enforceable against Seller Company in accordance with their its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium or laws, other similar Laws laws affecting creditors' ’ rights generally and by general principles of equity affecting the availability of specific performance and other equitable remedies. (regardless c) Schedule 3.1(c) lists all current directors and corporate officers of whether enforcement is sought each Acquired Company, showing each such Person’s name and position(s). The Company has made available to Buyer all of the organizational documents, as amended to date, of each Acquired Company and the complete minute books of each Acquired Company. The minute books and records of the proceedings of each Acquired Company (i) contain complete records of all material actions since the formation of such Acquired Company taken at any meeting of such Acquired Company’s equityholders, board of directors and any committees of the board of directors and all material written consents in a proceeding at law or lieu of such meetings and (ii) are correct and complete in equity) (the “General Enforceability Exceptions”)all material respects.