Common use of Organization, Qualification, Corporate Power and Authority Clause in Contracts

Organization, Qualification, Corporate Power and Authority. (a) Each of the Debtor and each of its Subsidiaries is a corporation, limited liability company or limited partnership duly organized (or duly formed, as applicable), validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (or formation). Each of the Debtor and each of its Subsidiaries is duly qualified to conduct business and is in good standing under the laws of each jurisdiction (each such jurisdiction being set forth in Section 2.1(a) of the Debtor Disclosure Schedule) in which the nature of its businesses or the ownership or leasing of its properties requires such qualification. Section 2.1(a) of the Debtor Disclosure Schedule (i) lists all Subsidiaries of the Debtor and the Debtor's ownership interest therein and the jurisdiction in which the Debtor or such Subsidiary was organized and (ii) sets forth a true and correct organizational chart for the Debtor and each of its corporate Subsidiaries. For the purpose of this Agreement, the term "Subsidiary" means any corporation, partnership, limited liability company, joint venture or other legal entity of which the Buyer or the Debtor, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the outstanding voting securities or equity interests of such legal entity or is the general partner of such legal entity, but excludes any such entities that are dormant and have no operations or assets (the "Dormant Entities"). The Debtor has made available to the Buyer true and complete copies of the respective charters and by-laws (or comparable organizational documents), each as amended and in effect on the date hereof, of the Debtor and its Subsidiaries. Subject to supervision by the Bankruptcy Court in accordance with Title 11 of the United States Code, in the case of the Debtor (the "Bankruptcy Code"), each of the Debtor and each of its Subsidiaries has all necessary corporate, limited liability company or limited partnership power and authority to own its respective properties and assets and to carry on its respective businesses as now conducted and is duly qualified or licensed to do business as a foreign corporation, limited liability company or limited partnership, as the case may be, in good standing in all jurisdictions in which the character or the location of its owned or leased assets or the nature of the business it conducts requires licensing or qualification, except where the failure to be so qualified or licensed could not reasonably be expected to have, individually or in the aggregate, a Debtor Material Adverse Effect. Each of the Debtor and each of its Subsidiaries has at all times complied with, and is not in default under or in violation of, any provision of its charter or by-laws, other than where the failure to so comply and such defaults and violations could not reasonably be expected to have, individually or in the aggregate, a Debtor Material Adverse Effect. -5- (b) Subject to the entry of the Sale Order (as defined in Section 4.4(a)), the Debtor has all requisite power and authority to execute and deliver this Agreement. Subject to the entry of the Sale Order, this Agreement has been (i) duly and validly executed and delivered by the Debtor and (ii) duly and validly authorized by all necessary corporate action on the part of the Debtor. Subject to the entry of the Sale Order, this Agreement constitutes a valid and binding obligation of the Debtor enforceable against the Debtor in accordance with its terms. (c) The Debtor has the requisite power and authority to execute and file with the Bankruptcy Court the Amended Plan. The Amended Plan has been (i) duly and validly executed by the Debtor and (ii) duly and validly authorized by all necessary corporate action on the part of the Debtor. Upon the entry of the Confirmation Order, the Amended Plan will constitute a valid and binding obligation of the Debtor enforceable against the Debtor in accordance with its terms.

Organization, Qualification, Corporate Power and Authority. (a) Each of the Debtor and each of its Subsidiaries Debtors is a corporation, limited liability company or limited partnership corporation duly organized (or duly formed, as applicable)organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (or formation)incorporation. Each of the Debtor and each of its Subsidiaries Debtors is duly qualified to conduct business and is in good standing under the laws of each jurisdiction (each such jurisdiction being set forth in Section 2.1(a) of the Debtor Company Disclosure Schedule) in which the nature of its businesses or the ownership or leasing of its properties requires such qualification. Section 2.1(a) of , other than where the failure to be so qualified would not in the aggregate have a Debtor Disclosure Schedule (i) lists all Subsidiaries of the Debtor and the Debtor's ownership interest therein and the jurisdiction in which the Debtor or such Subsidiary was organized and (ii) sets forth a true and correct organizational chart for the Debtor and each of its corporate Subsidiaries. For the purpose of this Agreement, the term "Subsidiary" means any corporation, partnership, limited liability company, joint venture or other legal entity of which the Buyer or the Debtor, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the outstanding voting securities or equity interests of such legal entity or is the general partner of such legal entity, but excludes any such entities that are dormant and have no operations or assets (the "Dormant Entities"). The Debtor has made available to the Buyer true and complete copies of the respective charters and by-laws (or comparable organizational documents), each as amended and in effect on the date hereof, of the Debtor and its SubsidiariesMaterial Adverse Effect. Subject to supervision by the Bankruptcy Court in accordance with Title 11 of the United States Code, in the case of the Debtor Code (the "Bankruptcy Code"), each of the Debtor and each of its Subsidiaries Debtors has all necessary corporate, limited liability company or limited partnership requisite corporate power and authority to own its respective properties and assets carry on the businesses in which it is engaged and to carry on its respective businesses as now conducted own and is duly qualified or licensed to do business as a foreign corporation, limited liability company or limited partnership, as use the case may be, in good standing in all jurisdictions in which the character or the location of its properties owned or leased assets or the nature of the business it conducts requires licensing or qualification, except where the failure to be so qualified or licensed could not reasonably be expected to have, individually or in the aggregate, a Debtor Material Adverse Effectand used by it. Each of the Debtor Debtors has furnished to the Buyer true and each complete copies of its Subsidiaries charter and by-laws, each as amended and as in effect on the date hereof. Each of the Debtors has at all times complied with, and is not in default under or in violation of, any provision of its charter or by-laws, other than where the failure to so comply and such defaults and violations could would not reasonably be expected to have, individually or in the aggregate, aggregate have a Debtor Material Adverse Effect. -5-. (b) Subject to the entry of the Sale Initial Merger Order (as defined in Section 4.4(a)), with respect to the Debtor Company Breakup Fee, the Buyer Breakup Fee and the Buyer Reimbursement (each as defined in Article 4), and subject to the entry of the Confirmation Order, with respect to the remaining terms and conditions of this Agreement, each of the Parent and the Company has all requisite power and authority to execute and deliver this Agreement. Subject to the entry of the Sale Initial Merger Order, with respect to the Company Breakup Fee, the Buyer Breakup Fee and the Buyer Reimbursement, and subject to the entry of the Confirmation Order, with respect to the remaining terms and conditions of this Agreement, this Agreement has been (i) duly and validly executed and delivered by the Debtor Parent and the Company and (ii) duly and validly authorized by all necessary corporate action on the part of the DebtorParent and the Company. Subject to the entry of the Sale Initial Merger Order, with respect to the Company Breakup Fee, the Buyer Breakup Fee and the Buyer Reimbursement, and subject to the entry of the Confirmation Order, with respect to the remaining terms and conditions of this Agreement, this Agreement constitutes a valid and binding obligation of the Debtor Parent and the Company enforceable against the Debtor Parent and the Company in accordance with its terms. (c) The Debtor Each of the Debtors has the requisite power and authority to execute and file with the Bankruptcy Court the Amended Plan. The Amended Plan has been (i) duly and validly executed by the each Debtor and (ii) duly and validly authorized by all necessary corporate action on the part of the each Debtor. Upon the entry of the Confirmation Order, the Amended Plan will constitute a valid and binding obligation of the each Debtor enforceable against the each Debtor in accordance with its terms.

Organization, Qualification, Corporate Power and Authority. (a) Each of the Debtor Buyer and each of its Subsidiaries the Merger Subsidiary is a corporation, limited liability company or limited partnership corporation duly organized (or duly formed, as applicable)organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organization (or formation)Delaware. Each of the Debtor Buyer and each of its Subsidiaries the Merger Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction (each such jurisdiction being set forth in Section 2.1(a3.1(a) of the Debtor Buyer Disclosure Schedule) in which the nature of its businesses or the ownership or leasing of its properties requires such qualification. Section 2.1(a) of the Debtor Disclosure Schedule (i) lists all Subsidiaries of the Debtor and the Debtor's ownership interest therein and the jurisdiction in which the Debtor or such Subsidiary was organized and (ii) sets forth a true and correct organizational chart for the Debtor and each of its corporate Subsidiaries. For the purpose of this Agreement, the term "Subsidiary" means any corporation, partnership, limited liability company, joint venture or other legal entity of which the Buyer or the Debtor, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the outstanding voting securities or equity interests of such legal entity or is the general partner of such legal entity, but excludes any such entities that are dormant and have no operations or assets (the "Dormant Entities"). The Debtor has made available to the Buyer true and complete copies of the respective charters and by-laws (or comparable organizational documents), each as amended and in effect on the date hereof, of the Debtor and its Subsidiaries. Subject to supervision by the Bankruptcy Court in accordance with Title 11 of the United States Code, in the case of the Debtor (the "Bankruptcy Code"), each of the Debtor and each of its Subsidiaries has all necessary corporate, limited liability company or limited partnership power and authority to own its respective properties and assets and to carry on its respective businesses as now conducted and is duly qualified or licensed to do business as a foreign corporation, limited liability company or limited partnership, as the case may be, in good standing in all jurisdictions in which the character or the location of its owned or leased assets or the nature of the business it conducts requires licensing or qualification, except than where the failure to be so qualified or licensed could would not reasonably be expected to have, individually or in the aggregate, aggregate have a Debtor Buyer Material Adverse Effect. Each of the Debtor Buyer and the Merger Subsidiary has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Buyer has furnished to the Company true and complete copies of the Buyer's and the Merger Subsidiary's respective certificates of incorporation and by-laws, each as amended and as in effect on the date hereof. Each of its Subsidiaries the Buyer and the Merger Subsidiary has at all times complied with, and is not in default under or in violation of, any provision of its charter certificate of incorporation or by-laws, other than where the failure to so comply and such defaults and violations could would not reasonably be expected to have, individually or in the aggregate, aggregate have a Debtor Buyer Material Adverse Effect. -5-. (b) Subject to the entry Each of the Sale Order (as defined in Section 4.4(a)), Buyer and the Debtor Merger Subsidiary has all requisite power and authority to execute and deliver this Agreement. Subject The execution and delivery of this Agreement by the Buyer and the Merger Subsidiary and, subject to the entry approval of the Sale OrderBuyer Charter Amendment (as defined in Section 4.12) and the Buyer Share Issuance (as defined below in this Section 3.1(b)) by the stockholders of the Buyer, the performance of this Agreement has been (i) duly and validly executed and delivered the consummation of the transactions contemplated hereby by the Debtor Buyer and (ii) the Merger Subsidiary have been duly and validly authorized by all necessary corporate action on the part of the DebtorBuyer and the Merger Subsidiary. Subject to This Agreement has been duly and validly executed and delivered by the entry of Buyer and the Sale Order, this Agreement Merger Subsidiary and constitutes a valid and binding obligation of the Debtor Buyer and the Merger Subsidiary, enforceable against the Debtor Buyer and the Merger Subsidiary in accordance with its terms. (c) The Debtor has . For purposes of this Agreement, "Buyer Share Issuance" means the requisite power issuance by the Buyer of shares of its capital stock as contemplated by this Agreement and authority to execute and file with the Bankruptcy Court the Amended Plan. The Amended Plan has been , including (i) duly and validly executed the issuance of the Plan Shares as contemplated by the Debtor Merger Agreement and the Amended Plan, (ii) duly and validly authorized by all necessary corporate action on the part issuance of shares of Buyer Common Stock and, if applicable, shares of Class B Common Stock, par value $0.01 per share, of the Debtor. Upon Buyer ("Buyer Class B Common Stock") having the entry terms specified in the Buyer Charter Amendment upon exercise of Rights issued pursuant to the Rights Offering or issued to the Standby Purchasers (or their assignees or persons in substitution therefor) pursuant to the Standby Purchase Commitments in connection with the Rights Offering, and (iii) the issuance of the Confirmation OrderBuyer Warrants issued by the Buyer (x) pursuant to the Rights Offering, (y) to the Amended Plan will constitute a valid Standby Purchasers in connection with the Rights Offering , and binding obligation (z) pursuant to the Buyer Distribution, and the issuance of shares of Buyer Common Stock upon exercise of any of the Debtor enforceable against the Debtor in accordance with its termsforegoing Buyer Warrants.

Organization, Qualification, Corporate Power and Authority. (ai) Each of the Debtor Company and each of its Subsidiaries the Related Companies is a corporation, limited liability company or limited partnership corporation duly organized (or duly formed, as applicable)organized, validly existing existing, and in good standing under the laws of its the jurisdiction of incorporation or organization (or formation)its incorporation. Each of the Debtor Company and each of its Subsidiaries the Related Companies is duly qualified authorized to conduct its business as currently conducted and is in good standing under the laws of each jurisdiction (each where such jurisdiction being set forth in Section 2.1(a) of the Debtor Disclosure Schedule) in which the nature of its businesses or the ownership or leasing of its properties requires such qualification. Section 2.1(a) of the Debtor Disclosure Schedule (i) lists all Subsidiaries of the Debtor and the Debtor's ownership interest therein and the jurisdiction in which the Debtor or such Subsidiary was organized and (ii) sets forth a true and correct organizational chart for the Debtor and each of its corporate Subsidiaries. For the purpose of this Agreement, the term "Subsidiary" means any corporation, partnership, limited liability company, joint venture or other legal entity of which the Buyer or the Debtor, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the outstanding voting securities or equity interests of such legal entity or qualification is the general partner of such legal entity, but excludes any such entities that are dormant and have no operations or assets (the "Dormant Entities"). The Debtor has made available to the Buyer true and complete copies of the respective charters and by-laws (or comparable organizational documents), each as amended and in effect on the date hereof, of the Debtor and its Subsidiaries. Subject to supervision by the Bankruptcy Court in accordance with Title 11 of the United States Code, in the case of the Debtor (the "Bankruptcy Code"), each of the Debtor and each of its Subsidiaries has all necessary corporate, limited liability company or limited partnership power and authority to own its respective properties and assets and to carry on its respective businesses as now conducted and is duly qualified or licensed to do business as a foreign corporation, limited liability company or limited partnership, as the case may be, in good standing in all jurisdictions in which the character or the location of its owned or leased assets or the nature of the business it conducts requires licensing or qualificationrequired, except where the failure to be so qualified or licensed could would not reasonably be expected to have, individually or in the aggregate, have a Debtor Material Adverse Effect. Each The Company and the Related Companies have full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the Company Activities, as the case may be, and to own and use the properties owned and used by each of them, except to the extent the failure to have obtained such license, permit or authorization would not have a Material Adverse Effect. Section 4(a) of the Debtor Disclosure Schedule lists the directors and officers of each of its Subsidiaries the Company and the Related Companies. The Company has at all times complied with, delivered to the Buyer correct and is complete copies of the charters and bylaws of each of the Company and the Related Companies (as amended to date). The Company and the Related Companies are not in default under or in violation of, of any provision of its charter their charters or by-laws, other than where the failure to so comply and such defaults and violations could not reasonably be expected to have, individually or in the aggregate, a Debtor Material Adverse Effect. -5-bylaws. (bii) Subject to the entry Each of the Sale Order (as defined in Section 4.4(a))this Agreement, the Debtor has all requisite power Escrow Agreement and authority to execute and deliver this Agreement. Subject to the entry of the Sale Order, this IRCC Agreement has been (i) duly and validly executed and delivered by the Debtor and (ii) duly and validly authorized by all necessary corporate action on the part each of the Debtor. Subject to Stockholders party thereto and, assuming the entry of due authorization, execution and delivery thereof by the Sale OrderBuyer, this Agreement constitutes a legal, valid and binding obligation of each such Stockholder, enforceable against each of them in accordance with its terms. The IRCC Agreement has been duly authorized, executed and delivered by the Company, IRCC and IRCHC and, upon the due execution and delivery thereof by the Buyer, will constitute a legal, valid and binding obligation of the Debtor Company, IRCC and IRCHC, respectively, enforceable against the Debtor each of them in accordance with its terms. (c) The Debtor has the requisite power and authority to execute and file with the Bankruptcy Court the Amended Plan. The Amended Plan has been (i) duly and validly executed by the Debtor and (ii) duly and validly authorized by all necessary corporate action on the part of the Debtor. Upon the entry of the Confirmation Order, the Amended Plan will constitute a valid and binding obligation of the Debtor enforceable against the Debtor in accordance with its terms.

Organization, Qualification, Corporate Power and Authority. (a) Each of the Debtor and each of its Subsidiaries Debtors is a corporation, limited liability company or limited partnership corporation duly organized (or duly formed, as applicable)organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (or formation)incorporation. Each of the Debtor and each of its Subsidiaries Debtors is duly qualified to conduct business and is in good standing under the laws of each jurisdiction (each such jurisdiction being set forth in Section 2.1(a) of the Debtor Company Disclosure Schedule) in which the nature of its businesses or the ownership or leasing of its properties requires such qualification. Section 2.1(a) of , other than where the failure to be so qualified would not in the aggregate have a Debtor Disclosure Schedule (i) lists all Subsidiaries of the Debtor and the Debtor's ownership interest therein and the jurisdiction in which the Debtor or such Subsidiary was organized and (ii) sets forth a true and correct organizational chart for the Debtor and each of its corporate Subsidiaries. For the purpose of this Agreement, the term "Subsidiary" means any corporation, partnership, limited liability company, joint venture or other legal entity of which the Buyer or the Debtor, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the outstanding voting securities or equity interests of such legal entity or is the general partner of such legal entity, but excludes any such entities that are dormant and have no operations or assets (the "Dormant Entities"). The Debtor has made available to the Buyer true and complete copies of the respective charters and by-laws (or comparable organizational documents), each as amended and in effect on the date hereof, of the Debtor and its SubsidiariesMaterial Adverse Effect. Subject to supervision by the Bankruptcy Court in accordance with Title 11 of the United States Code, in the case of the Debtor Code (the "Bankruptcy Code"), each of the Debtor and each of its Subsidiaries Debtors has all necessary corporate, limited liability company or limited partnership requisite corporate power and authority to own its respective properties and assets carry on the businesses in which it is engaged and to carry on its respective businesses as now conducted own and is duly qualified or licensed to do business as a foreign corporation, limited liability company or limited partnership, as use the case may be, in good standing in all jurisdictions in which the character or the location of its properties owned or leased assets or the nature of the business it conducts requires licensing or qualification, except where the failure to be so qualified or licensed could not reasonably be expected to have, individually or in the aggregate, a Debtor Material Adverse Effectand used by it. Each of the Debtor Debtors has furnished to the Buyer true and each complete copies of its Subsidiaries charter and by-laws, each as amended and as in effect on the date hereof. Each of the Debtors has at all times complied with, and is not in default under or in violation of, any provision of its charter or by-laws, other than where the failure to so comply and such defaults and violations could not reasonably be expected to have, individually or in the aggregate, a Debtor Material Adverse Effect. -5-4 (b) Subject to the entry of the Sale Initial Merger Order (as defined in Section 4.4(a)), with respect to the Debtor Company Breakup Fee, the Buyer Breakup Fee and the Buyer Reimbursement (each as defined in Article 4), and subject to the entry of the Confirmation Order, with respect to the remaining terms and conditions of this Agreement, each of the Parent and the Company has all requisite power and authority to execute and deliver this Agreement. Subject to the entry of the Sale Initial Merger Order, with respect to the Company Breakup Fee, the Buyer Breakup Fee and the Buyer Reimbursement, and subject to the entry of the Confirmation Order, with respect to the remaining terms and conditions of this Agreement, this Agreement has been (i) duly and validly executed and delivered by the Debtor Parent and the Company and (ii) duly and validly authorized by all necessary corporate action on the part of the DebtorParent and the Company. Subject to the entry of the Sale Initial Merger Order, with respect to the Company Breakup Fee, the Buyer Breakup Fee and the Buyer Reimbursement, and subject to the entry of the Confirmation Order, with respect to the remaining terms and conditions of this Agreement, this Agreement constitutes a valid and binding obligation of the Debtor Parent and the Company enforceable against the Debtor Parent and the Company in accordance with its terms. (c) The Debtor Each of the Debtors has the requisite power and authority to execute and file with the Bankruptcy Court the Amended Plan. The Amended Plan has been (i) duly and validly executed by the each Debtor and (ii) duly and validly authorized by all necessary corporate action on the part of the each Debtor. Upon the entry of the Confirmation Order, the Amended Plan will constitute a valid and binding obligation of the each Debtor enforceable against the each Debtor in accordance with its terms.