Common use of Organization; Due Authorization Clause in Contracts

Organization; Due Authorization. If such Stockholder is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Stockholder’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Stockholder. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If any Stockholder is an individual and is married, and any of the Subject Shares of such Stockholder constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable with respect to such Stockholder, such Stockholder’s spouse has delivered with this Agreement a Spousal Consent in the form attached hereto as Exhibit A and this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the applicable Stockholder.

Organization; Due Authorization. If such Supporting Stockholder is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Supporting Stockholder’s corporate, limited liability company or organizational powers and have been duly and validly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Supporting Stockholder. If such Supporting Stockholder is an individual, such Supporting Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunderhereunder and such execution, delivery and performance have been duly and validly authorized by all necessary spousal or community property (as applicable) action. This Agreement has been duly executed and delivered by such Supporting Stockholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Supporting Stockholder, enforceable against such Supporting Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If any Stockholder is an individual and is married, and any of the Subject Shares of such Stockholder constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable with respect to such Stockholder, such Stockholder’s spouse has delivered with this Agreement a Spousal Consent in the form attached hereto as Exhibit A and this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the applicable Supporting Stockholder.

Organization; Due Authorization. If such Stockholder U.S. Seller is not an individual, it is duly organized, a corporation validly existing and in good standing under the Laws laws of the jurisdiction State of Delaware. Mexican Seller is a sociedad anonima de capital variable validly existing and in good standing under the laws of the United Mexican States. Each Seller has the requisite corporate power and authority to enter into, execute and deliver this Agreement and the Ancillary Agreements to which it is incorporatedor will be a party, formed, organized or constituted, to perform its obligations hereunder and thereunder and to consummate the execution, transactions contemplated hereby and thereby. The execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is or will be a party and the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby are within such Stockholder’s corporate, limited liability company or organizational powers and thereby have been duly authorized by all necessary corporate, limited liability company or organizational actions corporate action on the part of such StockholderSellers. If such Stockholder is an individual, such Stockholder Each Seller has full legal capacity, right corporate power and authority to execute and deliver this Agreement conduct such portion of the Business conducted by it in the manner conducted and to perform his own, operate or her obligations hereunderlease properties and assets it owns, operates or leases in connection with the Business. Mexican Seller is duly qualified and in good standing in each jurisdiction where the nature of the Business conducted by it or the character of the properties owned, operated or leased by it makes such qualification necessary. This Agreement has been, and each of the Ancillary Agreements to which a Seller is a party has been or will be at or prior to the Closing, duly executed and delivered by such Stockholder and, the Seller party thereto and (assuming the due authorization, execution and delivery by the other parties to this Agreement, Buyers) this Agreement constitutes a legally valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If any Stockholder is an individual and is married, and any each of the Subject Shares of such Stockholder constitute community property Ancillary Agreements constitute, or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable with respect to such Stockholder, such Stockholder’s spouse has delivered with this Agreement a Spousal Consent in the form attached hereto as Exhibit A and this Agreement has been duly authorized, when so executed and delivered bywill constitute, and constitutes the legal, valid and binding obligation of, such Stockholder’s spouseobligations of Sellers, enforceable against such Stockholder’s spouse Sellers in accordance with its their respective terms. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf The U.S. Seller owns all of the applicable Stockholdershares of capital stock of Mexican Seller, other than one share held by Xx. Xxxxx Xxxx.

Organization; Due Authorization. If such Stockholder Sponsor Party or Sponsor Independent Director, as applicable, is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such StockholderSponsor Party’s or Sponsor Independent Director’s, as applicable, corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such StockholderSponsor Party or Sponsor Independent Director, as applicable,. If such Stockholder Sponsor Party or Sponsor Independent Director, as applicable, is an individual, such Stockholder Sponsor Party or Sponsor Independent Director, as applicable, has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder Sponsor Party or Sponsor Independent Director, as applicable, and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such StockholderSponsor Party or Sponsor Independent Director, as applicable, enforceable against such Stockholder Sponsor Party or Sponsor Independent Director, as applicable, in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If any Stockholder is an individual and is married, and any of the Subject Shares of such Stockholder constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable with respect to such Stockholder, such Stockholder’s spouse has delivered with this Agreement a Spousal Consent in the form attached hereto as Exhibit A and this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the applicable Stockholdersuch Sponsor Party or Sponsor Independent Director, as applicable.

Organization; Due Authorization. (i) If such Stockholder SPAC Holder Party is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which of its formation or incorporation (as applicable), and has the requisite corporate, limited liability company or organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is incorporated, formed, organized or constitutednow being conducted, and the execution, delivery and performance of this Sponsor Agreement and the consummation of the transactions contemplated hereby are within such Stockholder’s corporate, limited liability company or organizational powers and have been duly and validly authorized by all necessary corporate, limited liability company or organizational actions action, and no other corporate proceedings on the part of such StockholderSPAC Holder Party are necessary to authorize this Sponsor Agreement or to consummate the transactions contemplated hereby. If such Stockholder SPAC Holder Party is an individual, such Stockholder SPAC Holder Party has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Sponsor Agreement has been duly executed and delivered by such Stockholder SPAC Holder Party and, assuming due authorization, execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of such StockholderSPAC Holder Party, enforceable against such Stockholder SPAC Holder Party in accordance with the terms hereof (hereof, except as enforceability may be limited by bankruptcy Laws, other similar Laws of general application affecting enforcement of creditors’ rights and generally, by general principles of equity affecting the availability of specific performance and other equitable remedies). If any Stockholder is an individual and is married, and any of the Subject Shares of such Stockholder constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable with respect to such Stockholder, such Stockholder’s spouse has delivered with this Agreement a Spousal Consent in the form attached hereto as Exhibit A and this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its termsprinciples. If this Sponsor Agreement is being executed in a representative or fiduciary capacity, the Person person signing this Sponsor Agreement has full power and authority to enter into this Sponsor Agreement on behalf of the applicable Stockholder.SPAC Holder Party; and